CFC Common Stock definition

CFC Common Stock means the common stock, par value $1.00 per share, of CFC.

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CFC Common Stock shall have the meaning set forth in Section 1.4(b).

CFC Common Stock means the common stock of CFC, $.01 par value. CFC Financials means (i) the audited consolidated financial statements of CFC for the three years ended December 31, 2009, 2008 and 2007; and (ii) the unaudited interim consolidated financial statements of CFC as of each calendar quarter in 2010 through and including September 30, 2010.

Examples of CFC Common Stock in a sentence

• CFC shall cause the shares of CFC Common Stock to be issued in the transactions contemplated by this Reorganization Agreement to be approved for quotation on the Nasdaq National Market, subject to official notice of issuance, prior to the Effective Time.

• No order suspending the sale of the shares of CFC Common Stock in any jurisdiction shall have been issued, and no proceedings for that purpose shall have been instituted.

• No fractional shares of CFC Common Stock will be issued as a result of the Merger.

• The CFC Board has received an opinion (which, if initially rendered orally, has been or will be confirmed by a written opinion, dated the same date) of the CFC Investment Bankers, to the effect that, as of the date of such opinion and based on and subject to the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair to the holders of CFC Common Stock from a financial point of view.

• The parties hereto acknowledge and agree that this Agreement does not constitute an agreement or understanding of Stockholder in his/her capacity as a director or officer of CFC, but only in his/her capacity as a holder of shares of CFC Common Stock, CFC Options and/or CFC Stock Awards.

• The parties hereto acknowledge and agree that this Agreement shall not confer upon United any right or ability to acquire the shares of CFC Common Stock other than in connection with the Merger.

• The shares of Buyer Common Stock to be issued to the holders of CFC Common Stock upon consummation of the Merger shall have been authorized for listing on NASDAQ.

• CFC shall also take any reasonable action required to be taken under the blue sky laws in connection with the issuance of CFC Common Stock in the Corporate Merger.

• To the extent that amounts are so withheld by Buyer or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of CFC Common Stock in respect of which the deduction and withholding was made by Buyer or the Exchange Agent, as the case may be.

• All outstanding shares of CFC Common Stock, all CFC Common Stock reserved for issuance under the CFC Options, and all CFC Common Stock reserved for issuance under the CFC Stock Plans when issued in accordance with the respective terms of the CFC Stock Plans, are or will be duly authorized, validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights, purchase option, call or right of first refusal rights.

More Definitions of CFC Common Stock

CFC Common Stock means the common stock, par value $1.00 per share, of CFC. 12.4. "Citrus" shall mean Citrus Bank, a Florida state banking corporation headquartered in Orlando, Florida. 12.5. "Citrus Common Stock" shall mean the common stock, par value $4.00 per share, of Citrus. 12.6. "Conversion Ratio" shall mean the number of shares of CFC Common Stock issuable in exchange for one share of Citrus Common Stock, as calculated pursuant to Section 3.1 hereof. 12.7. "Effective Time" shall mean the date and time which the Merger becomes effective as more particularly set forth in Section 2.2 hereof. Subject to the terms and conditions hereof, the Effective Time shall be such time on such date as CFC shall notify Citrus in writing not less than five days prior thereto, which date shall not be more than 30 days after all conditions have been satisfied or waived in writing. 12.8. "Fair Market Value" shall mean the average of the closing prices as quoted on the Nasdaq National Market for CFC Common Stock for the 30 days in which CFC Common Stock was traded immediately prior to the Closing Date; provided, however, that the Fair Market Value shall never be deemed to be lower than $18.35 per share or higher than $24.83 per share; provided, further, that if prior to the Effective Time, any other Person shall have publicly announced an intention to acquire control of CFC by merger or otherwise or CFC shall have publicly acknowledged that it is seeking to be acquired by another Person or is discussing being acquired by another Person, then the average of the closing prices as quoted on the Nasdaq National Market for CFC Common Stock for the 30 days for which the CFC Common Stock was traded immediately prior to such announcement or acknowledgment shall be determined and, if such average is less than the average determined pursuant to the first clause and first proviso of this sentence, then the smaller average shall be the Fair Market Value. 12.9. "Subsidiary Bank" shall mean [a wholly-owned banking subsidiary of CFC]. 12.10. "Merger" shall mean the merger of Subsidiary Bank with and into Citrus, as more particularly set forth herein and in the Reorganization Agreement. 12.11. "Person" shall mean an individual, a partnership, a corporation, a commercial bank, an industrial bank, a savings association, a savings bank, a limited liability company, an association, a joint stock company, a trust, a business trust, a joint venture, an unincorporated organization, or a governmental entity (or...

CFC Common Stock means the common stock, par value $1.00 per share, of CFC. 1.5. "Change of Control Transaction" shall mean, with respect to CFC, a transaction in which a majority of the surviving entity of such transaction (or a majority of the entity holding substantially all of the assets of CFC) is not owned by persons holding CFC Common Stock immediately prior to such transaction. 1.6. "Conversion Ratio" shall mean the number of shares of CFC Common Stock issuable in exchange for one share of FSFC Common Stock, as calculated pursuant to Section 3.1 hereof. 1.7. "Corporate Merger" shall mean the merger of FSFC with and into CFC as more particularly set forth herein and in the Reorganization Agreement. 1.8. "Effective Time" shall mean the date and time which the Corporate Merger becomes effective as more particularly set forth in Section 2.2 hereof. Subject to the terms and conditions hereof, the Effective Time shall be such time on such date as CFC shall notify FSFC in writing not less than five days prior thereto, which date shall not be more than 30 days after all conditions have been satisfied or waived in writing. 1.9. "Ending Price" shall mean the average of the closing prices as quoted on the Nasdaq National Market for CFC Common Stock for the ten days in which CFC Common Stock was traded immediately prior to the Closing Date. 1.10. "FFA" shall mean First Federal Savings and Loan Association of ▇▇▇▇▇▇▇▇, a federal savings association organized and existing under the laws of the United States of America. Where the context permits, FFA shall be deemed to include FFA and FMSC. 1.11. "FMSC" shall mean First Master Service Corporation, a South Carolina corporation and wholly- owned subsidiary of FFA. 1.12. "OTS" shall mean the Office of Thrift Supervision. 1.13. "Person" shall mean an individual, a partnership, a corporation, a commercial bank, an industrial bank, a savings association, a savings bank, a limited liability company, an association, a joint stock company, a trust, a business trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof). 1.14. "Reorganization Agreement" shall mean the Reorganization Agreement among CFC, CFB, FFA and FSFC dated the date hereof, to which this Plan of Merger is attached as Appendix A. 1.15. "Rights" shall mean warrants, calls, commitments, options, rights (whether stock appreciation rights, conversion rights, exchange rights, profit participatio...