Examples of Homestead Common Stock in a sentence
The parties acknowledge and agree that the Notes are convertible, in whole or in part, into shares of Homestead Common Stock up to the maximum amount of the unpaid principal amount of such Notes outstanding from time to time and otherwise pursuant and subject to the terms and conditions of such Notes.
Homestead shall have received the opinion of Xxxxx Capital Group, L.L.C., dated as of the date hereof, to the effect that the Merger Consideration to be received by the holders of Homestead Common Stock is fair, from a financial point of view, to such holders, a signed copy of which shall have been delivered to SBKC.
Promptly following the Effective Time, the Exchange Agent shall send to each holder of Outstanding Homestead Shares immediately prior to the Effective Time a letter of transmittal (the “Letter of Transmittal”) for use in exchanging certificates previously evidencing shares of Homestead Common Stock (“Old Certificates”).
At the Effective Time, the stock transfer books of Homestead shall be closed as to holders of Homestead Common Stock immediately prior to the Effective Time and no transfer of Homestead Common Stock by any such holder shall thereafter be made or recognized.
All of the issued and outstanding shares of SBKC Common Stock are, and all of the shares of SBKC Common Stock to be issued in exchange for shares of Homestead Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and nonassessable under the GBCC.
The undersigned further agrees that he or she will not, without the prior written Consent of SBKC, transfer any shares of Homestead Common Stock prior to the Effective Date, as that term is set forth in the Agreement, except by operation of law, by will, or under the laws of descent and distribution.
In no event will any holder of Homestead Common Stock exchanged in the Merger be entitled to receive any interest on any amounts held by the Exchange Agent or SBKC of the Merger Consideration.
None of the outstanding shares of SBKC Common Stock has been, and none of the shares of SBKC Common Stock to be issued in exchange for shares of Homestead Common Stock upon consummation of the Merger will be, issued in violation of any preemptive rights of the current or past shareholders of SBKC.
SBKC shall list, prior to or at the Effective Time, on the Nasdaq National Market the shares of SBKC Common Stock to be issued to the holders of Homestead Common Stock pursuant to the Merger, and SBKC shall give all notices and make all filings with the Nasdaq National Market required in connection with the transactions contemplated herein.
From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written Consent of Homestead shall have been obtained, which Consent shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated herein, SBKC covenants and agrees that it will not do or agree or commit to amend the Articles of Incorporation or Bylaws of SBKC, in each case, in any manner adverse to the holders of Homestead Common Stock.