Treatment of Shares. 5 2.1 Effect of the Merger on Capital Stock............................. 5 2.2 Issuance of New Certificates...................................... 6
Treatment of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof (a) each share of MainSource Bank common stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be cancelled and (b) the shares of First Financial Bank common stock issued and outstanding immediately prior to the Effective Time shall remain outstanding, shall be unchanged after the Merger and shall immediately after the Effective Time constitute all of the issued and outstanding capital stock of the Surviving Bank.
Treatment of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of the Company or of Merger Sub:
Treatment of Shares. If for any reason Stockholder shall be prohibited from selling the shares of Yahoo! Common Stock to be received by Stockholder in the Merger under the Registration Statement to be filed by Yahoo! in connection with the Merger, Yahoo! agrees that it shall grant to Stockholder registration rights that are consistent with those registration rights granted by Yahoo! to stockholders of corporations acquired by Yahoo! in 1998 in stock-for-stock merger transactions.
Treatment of Shares. Subject to the provisions of this Section 1.7 and Sections 2.1 and 2.2 hereof, at the Effective Time, by virtue of the Merger and without any action on the part of ICON, the GST Companies or the stockholders of any of the foregoing, the shares of the constituent corporations to the Merger shall be converted as follows:
(a) Each outstanding share of capital stock of GST issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.
(b) All of the shares of Common Stock, $.01 par value per share, of GST Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted in the aggregate into 100 shares of Common Stock, without par value, of ICON (the "ICON Stock").
(c) All of the shares of ICON Stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted, in the aggregate, into the right to receive the sum of U.S. $23,800,000 (the "Merger Consideration"), payable as hereinafter provided. The Merger Consideration shall be allocated among each of the shareholders of ICON (the "Shareholders") in accordance with each Shareholder's proportionate share of the total number of outstanding shares of ICON Stock at the Effective Time. The Merger Consideration to be delivered on the Closing Date to the Exchange Agent (as hereinafter defined) shall be reduced by:
(i) 8% of the amount thereof (the "Escrowed Consideration") in connection with the indemnification by ICON set forth in Section 7.2 hereof (such reduction to be allocated among all of the Shareholders in proportion to the number of shares of ICON Stock owned by each Shareholder at the Effective Time), which shall be deposited with Tousley Brain, PLLC, as thx Xxxxxw Agent (the "Escrow Agent"), to be held and applied pursuant to the terms and conditions of the Escrow Agreement to be entered into by and among GST, GST Sub and the Shareholders' Agent (as hereinafter defined), a copy of which is attached hereto as Exhibit A (the "Escrow Agreement");
(ii) $99,998.00 to pay the Shareholders' Closing costs, which amount shall be deposited into a segregated account maintained by ICON, provided that any moneys remaining in such account on September 1, 1998 shall be deposited with the Escrow Agent for investment and distribution pursuant to the terms of the Escrow Agreement; and
(iii) $2,123,900.00 to fund the Call Option (as hereinafter defi...
Treatment of Shares. 3 Section 2.1 Effect of the Merger on IPT Shares....
Treatment of Shares. Each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Shares represented by ADSs) shall be cancelled in exchange for the right to receive $5.40 in cash per Share without interest (subject to adjustment pursuant to Section 3.01(d)) (the “Per Share Merger Consideration”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any such Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration therefor upon the surrender of such Share in accordance with Section 3.02, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.
Treatment of Shares. Until a share of Series A Preferred Stock is redeemed by the payment or deposit in full of the applicable Change of Control Redemption Price as provided in Section 9(i), such share of Series A Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights provided herein; provided that no such shares of Series A Preferred Stock may be converted into shares of Common Stock following the Change of Control Effective Date.
Treatment of Shares. Subject to the terms and conditions of the Plan and this Agreement, the Purchaser will become owner of the Shares on the date hereof. The Company will retain physical possession of the Shares, but except as otherwise provided in the Plan or in this Agreement or unless the Company executes the Repurchase Option, the Purchaser will have the same rights, preferences, and privileges as the holders of the Company’s outstanding Common Stock, including, but not limited to, the right to vote and the right to receive distributions, with respect to the Shares. Participant agrees to sign the Assignment Separate From Certificate attached hereto as Exhibit A as a condition to receiving the Shares.
Treatment of Shares. 2 Section 2.1 Effect of Merger on Capital Stock....................2 Section 2.2 Exchange of NCE Common Stock.........................3 ARTICLE III
