Share Exchange Consideration definition
Examples of Share Exchange Consideration in a sentence
No interest will be paid or accrued on any Share Exchange Consideration, including on any cash payable in lieu of fractional shares, or on any unpaid dividends and distributions payable to holders of Certificates.
Until surrendered as contemplated by this Section 3.03, each certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Share Exchange Consideration that the holder thereof has right to receive pursuant to the provisions of this Article III.
As of the Effective Time, each Company Stock Equivalent issued under a Specified Deferred Compensation Plan that is outstanding immediately prior to the Effective Time shall cease to represent the right to the equivalent in value and rate of return to a share of Company Common Stock and shall instead be converted into the right to receive an amount in cash equal to the Share Exchange Consideration (such amount, the “Stock Equivalent Amount”).
All shares of BancPlus Common Stock to be issued as Share Exchange Consideration shall be deemed issued and outstanding as of the Effective Time.
Purchaser has or will have as of the Acceptance Time and the Effective Time, respectively, sufficient cash or cash equivalents available, directly or through one or more Affiliates, to pay the aggregate Offer Price and the aggregate Share Exchange Consideration on the terms and conditions contained in this Agreement, and there is no restriction on the use of such cash or cash equivalents for such purpose.
Promptly upon receipt from the holder of such Certificate(s), letter of transmittal and any other required document, the Exchange Agent, on behalf of BancPlus, shall deliver to such holder in exchange for such holder’s FTC shares the Share Exchange Consideration in the form of an uncertificated book- shares of BancPlus Common Stock and a check equal to the Cash Payment, plus the amount (if any) that such holder has the right to receive pursuant to Section 2.2(e) hereof.
All rights to receive the Share Exchange Consideration issued upon conversion of the shares of FTC Common Stock pursuant to this Article II shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of FTC Common Stock.
If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been exchanged as of the Effective Time into the right to receive the Share Exchange Consideration, without interest thereon.
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 Share Exchange Consideration and any dividends or distributions that such holder is entitled to receive pursuant to Section 2.2(b).
None of Parent, the Company or the Exchange Agent shall be liable to any person in respect of any Share Exchange Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.