Examples of Citizens Common Stock in a sentence
Except for the Merger Agreement, this Agreement supersedes any agreements among any of Citizens, its stockholders, MSTI or Acquisition LLC concerning the acquisition, disposition or control of any Citizens Common Stock.
Prior to the Effective Time, Citizens shall not, except with the prior written consent of Mid Am, voluntarily make any payment with respect to any demands for payments for Citizens Common Stock under Section 1701.84 of the OGCL, offer to settle or settle any such demands or approve any withdrawal of any such demands.
No dividends or other distributions otherwise payable subsequent to the Effective Date on shares of First Merchants Common Stock shall be paid to any shareholder entitled to receive the same until such shareholder has surrendered such shareholder’s certificates for Citizens Common Stock to the Exchange Agent in exchange for certificates representing First Merchants Common Stock and cash for fractional shares, as applicable.
Distribution of stock certificates representing First Merchants Common Stock for Citizens Common Stock and for cash payments for fractional shares shall be made by First Merchants to each former shareholder of Citizens within ten (10) business days following the later of the Effective Date or the date of such shareholder’s delivery to the Exchange Agent of such shareholder’s certificates representing Citizens Common Stock, accompanied by a properly completed and executed Letter of Transmittal.
If the Average Price Per Share (as defined in Section 2.2(e) hereof) of Citizens Common Stock is greater than $19.50, the Conversion Number shall be adjusted downward to the number obtained by multiplying the Conversion Number by a fraction the numerator of which is $19.50 and the denominator is the Average Price Per Share but not more than $21.
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.
If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Citizens Common Stock to be issued or paid in consideration therefor in accordance with Section 1.5 and the procedures set forth in this Article II.
All shares of Citizens Common Stock issuable pursuant to option plans maintained by Citizens are or will be duly authorized, validly issued, fully paid and non-assessable when issued upon the terms and conditions specified in the instruments pursuant to which they are issuable.
The shares of Citizens Common Stock that shall be issued to the shareholders of Mid Am upon consummation of the Merger shall have been authorized for listing on the Nasdaq subject to official notice of issuance.
Citizens agrees at all times from the date of this Agreement until the Merger Consideration has been paid in full to reserve a sufficient number of shares of Citizens Common Stock to fulfill its obligations under this Agreement.