FCB Common Stock definition

FCB Common Stock means the common stock, no par value per share, of FCB.

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FCB Common Stock means the One Dollar ($1.00) par value common stock of FCB.

FCB Common Stock means the $5.00 par value common stock of FCB.

Examples of FCB Common Stock in a sentence

• At the Effective Time, the stock transfer books of FCB shall be closed as to holders of FCB Common Stock immediately prior to the Effective Time, and no transfer of FCB Common Stock by any such holder shall thereafter be made or recognized.

• If, after the Effective Time, OSB Common Stock Certificates are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for FCB Common Stock Certificates representing shares of FCB Common Stock as provided in this Article II.

• Under Section 1223 of the Code, the holding period of FCB Common Stock received in the Merger by a holder of Company Common Stock will include the holding period of the Company Common Stock exchanged therefor, provided that the shares of Company Common Stock so exchanged were held as capital assets at the Effective Time of the Merger.

• Gain or loss realized by a shareholder of Company Common Stock who receives cash in the Merger in exchange for fractional share interests, if any, will be recognized in an amount equal to the difference between the cash received and the basis of such shareholder in each fractional share of FCB Common Stock constructively received in the Merger pursuant to Section 1001 of the Code.

• The basis of FCB Common Stock received in the Merger by a holder of Company Common Stock will in the aggregate be the same as the basis of the Company Common Stock exchanged therefor pursuant to Section 358 of the Code, decreased by the amount of cash received and increased by the amount of gain recognized (less any basis attributable to fractional shares of Company Common Stock for which cash is received).

• No gain or loss will be recognized by a shareholder of Company if such shareholder receives solely FCB Common Stock in exchange for Company Common Stock pursuant to Section 354 of the Code.

• Subject to Section 10.1(k) of this Agreement, the FCB Board shall recommend that the holders of FCB Common Stock vote for and adopt the Merger provided for in the Proxy Statement/Prospectus and this Agreement.

• All of the issued and outstanding shares of FCB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable (except as otherwise provided by Section 180.0622(2)(b) of the WBCL) and free of preemptive rights.

• The unallocated shares of OSB Common Stock currently held by the OSB ESOP shall be converted into shares of FCB Common Stock in accordance with Section 1.4 hereof, and thereafter shall be held in the Suspense Account under the FCB ESOP and allocated to the participants in the FCB ESOP (including, without limitation, such employees of OSB Bank who become employees of FCB Bank following the Effective Date) according to the terms and provisions of the FCB ESOP.

• To the extent permitted by Law, former stockholders of record of FCB Common Stock shall be entitled to vote after the Effective Time at any meeting of ANB stockholders the number of whole shares of ANB Common Stock into which their respective shares of FCB Common Stock (excluding Cash Election Shares) are converted, regardless of whether such holders have exchanged their FCB Certificates for certificates representing ANB Common Stock in accordance with the provisions of this Agreement.

More Definitions of FCB Common Stock

FCB Common Stock is defined in Section 2.2(b). "FDIC" is defined in Section 2.1(b). "FRB" is defined in Section 2.1(a). "GAAP" is defined in Section 2.6(a). "Governmental Entity" means (i) any federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority or body exercising or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority, including, without limitation, the Regulatory Agencies listed in Sections 2.6(b) and 3.6(b). "Great American" is defined in the Recitals. "Great American Common Stock" is defined in Section 3.2(b). "Hazardous Materials" shall mean any substance the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law or which is or becomes defined as a hazardous waste, hazardous substance, hazardous material, used oil, pollutant or contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments thereto. "HOLA" is defined in Section 1.2. "HSR Act" shall mean the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended. "Intellectual Property Rights" is defined in Section 3.12. "Internal Controls" is defined in Section 3.6(d). "JMS" is defined in Section 3.17. "Knowledge" means, with respect to any Person, the actual knowledge of such Person (or in the case of an entity, such Person's executive officers and senior management personnel) after reasonable inquiry. "Law" means any and all statutes, laws, ordinances, rules, regulations, orders, permits, judgments, injunctions, decrees, case law and other rules of law enacted, promulgated or issued by any Governmental Entity. "Leases" is defined in Section 3.12(b). "Letter of Transmittal" is defined in Section 1.10(b). A-4

FCB Common Stock means the common stock of FCB described in Section 3.02(a).

FCB Common Stock shall have the meaning set forth in Section 4.3.1.

FCB Common Stock means the $4.00 par value common stock of FCB, and shall include all equity interests in the FCB which include, all rights to receive equity interests in the FCB, all rights to receive payments that are derivative of the value of equity interests in the FCB, and all promises to issue any of the foregoing, whether written or unwritten, including without limitation, phantom stock, options, warrants, other derivatives and promises to issue any of the foregoing.