Examples of Citizens Common Stock in a sentence
The aggregate adjusted tax basis of the shares of Union Common Stock received by each shareholder of Citizens, all of whose Citizens Common Stock is converted solely into Union Common Stock in the Merger, will equal the aggregate adjusted tax basis of such shareholder's shares of Citizens Common Stock (reduced by any amount allocable to fractional share interests for which cash is received) exchanged in the Merger.
No gain or loss will be recognized by holders of Citizens Common Stock as a result of the conversion of such shares into shares of Union Common Stock pursuant to the Merger, except that gain or loss will be recognized on the receipt of cash, if any, received in lieu of fractional shares.
The holding period for the shares of Union Common Stock received by each shareholder of Citizens will include the holding period for the shares of Citizens Common Stock of such shareholder converted in the Merger, provided that the converted Citizens Common Stock was held by such shareholder as a capital asset at the effective time of the Merger.
Any cash received by a shareholder of Citizens in lieu of a fractional share will be treated as received in exchange for such fractional share and not as a dividend, and any gain or loss recognized as a result of 1 the receipt of such cash will be capital gain or loss equal to the difference between the cash received and the portion of the shareholder's basis in Citizens Common Stock allocable to such fractional share interest.
Citizens' shareholders who exercise dissenters' rights of appraisal and who receive cash in cancellation of their Citizens Common Stock generally will recognize taxable gain or loss, measured by the difference between the amount of cash received and the shareholder's cost or other basis in the Citizens Common Stock canceled in the Merger.
This discussion further assumes that Citizens shareholders hold their Citizens Common Stock as capital assets within the meaning of Section 1221 of the Code.
Citizens shall cause the shares of Citizens Common Stock to be issued in the Merger to be approved for quotation on the Nasdaq, subject to official notice of issuance, prior to the Effective Time.
The total cash consideration that will be paid in the transaction to the Citizens stockholders instead of issuing fractional shares of Premier Common Stock will not exceed one percent of the total consideration that will be issued in the transaction to the Citizens stockholders in exchange for their shares of Citizens Common Stock.
The shares of Citizens Common Stock to be issued to the holders of Republic Common Stock upon consummation of the Merger shall have been authorized for quotation on the Nasdaq, subject to official notice of issuance.
As soon as reasonably practicable following the date hereof, Citizens shall use its reasonable best efforts to procure the written opinion from River Branch Capital, LLC to the Board of Directors of Citizens to the effect that, as of May 10, 2013, the Exchange Ratio is fair, from a financial point of view, to the holders of Citizens Common Stock (the “Citizens Fairness Opinion”).