Examples of PSB Common Stock in a sentence
As of the date of this Agreement, (i) there are 1,523,404 shares of PSB Common Stock issued and outstanding, (ii) there are 75,700 shares of PSB Common Stock that are issuable and reserved for issuance upon the exercise of PSB Options, and (iii) no shares of PSB Common Stock were held by PSB or any of its Subsidiaries (exclusive of any shares acquired in respect of debts previously contracted (any such shares being referred to herein as “DPC shares”) or in a fiduciary capacity).
No shares of PSB Common Stock were issued in violation of any preemptive rights.
The PSB Board has received the opinion, dated the date of this Agreement, of PSB’s financial advisor, Xxxxx Xxxxxxx Companies, to the effect that, subject to the limitations and qualifications expressed therein, as of the date of such opinion, the Merger Consideration is fair, from a financial point of view, to the holders of PSB Common Stock.
If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment at any time, such holder's shares of FBKP Common Stock shall be converted into the right to receive PSB Common Stock in accordance with Section 1.02(e)(ii) of this Agreement.
To the fullest extent permitted by Applicable Legal Requirements, neither of Summit nor PSB shall be liable to any former holder of shares of PSB Common Stock for any portion of the Merger Consideration, or any dividends or distributions with respect to the Merger Consideration, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
As promptly as practicable after the Effective Date, PSB shall send or cause to be sent to each shareholder of record of JADE Common Stock transmittal materials for use in exchanging certificates representing JADE Common Stock for cash equal to $13.55 per share of JADE Common Stock canceled in the Merger or PSB Common Stock, as the case may be.
Dissenting Shares shall be less than 7.5% of the issued and outstanding PSB Common Stock.
This Agreement shall be governed by and construed in accordance with the laws of the State of California and, as applicable, the laws of the United States, without giving effect to the principles of choice of law or conflicts of laws of California or any other jurisdiction.
Notwithstanding the foregoing, as of the Closing Date, the number of issued and outstanding shares of PSB Common Stock shall not exceed 1,599,104 and Section 3.2(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.
PSB shall adjourn or postpone the PSB Shareholder Meeting as of the time for which such meeting is originally scheduled if there are insufficient shares of PSB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting PSB has not received proxies representing a sufficient number of shares necessary to obtain the Required PSB Vote.