Conversion and Exchange of Shares Sample Clauses

Conversion and Exchange of Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of common stock, no par value, of EASTERN (the "EASTERN Common"): (a) All shares of EASTERN Common which are held by EASTERN shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the EASTERN Common, (i) each share of EASTERN Common, issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive a number of shares of common stock, par value $.0001 per share of NETWORK (the "NETWORK Common") shall be converted into the right to receive a number of shares of NETWORK Common equal to the Exchange Ratio (as hereinafter defined) (collectively, the "Share Consideration"), and (ii) each share of EASTERN Common issued and outstanding immediately prior to the Effective Time which under the terms of Section 2.1(d) is to be converted into the right to receive cash shall be converted into the right to receive an amount in cash equal to the Per Share Consideration (the "Cash Consideration," and together with the Share Consideration, the "Merger Consideration"). All shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.00, and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding shares of EASTERN Common at the Effective Time.

Conversion and Exchange of Shares. 1. At the Effective Time, all rights of Integrity’s shareholders with respect to all then outstanding shares of the common stock of Integrity, $1.00 par value per share (“Integrity Stock”) shall cease to exist, and the holders of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At the Effective Time, each such outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted exclusively into the right to receive $5.20 in cash, without interest, and a number of shares of the common stock of FNB, par value $2.50 per share (the “FNB Stock”), equal to the product of 1.1209 (the “Exchange Ratio”) and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemed to be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time. [The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(c) and 8.2(c) of the Agreement and Plan of Merger, dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.] 2. Each share of the FNB Stock issued and outstanding immediately prior to the Effective Time of the Merger shall continue to be issued and outstanding and shall not be affected by the Merger. 3. Notwithstanding any other provision of this Plan of Merger, each holder of shares of Integrity Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of FNB Stock multiplied by the market value of one share of FNB Stock upo...

Conversion and Exchange of Shares. The manner of converting and exchanging shares of the corporations participating in the Merger shall be as follows:

Conversion and Exchange of Shares. (a) At the Company Merger Effective Date, by virtue of the Company Merger and without any action on the part of Pocahontas Bancorp or Marked Tree Bancshares or the holders of shares of Pocahontas Bancorp or Marked Tree Bancshares Common Stock: (i) Each share of Marked Tree Bancshares Common Stock issued and outstanding at the Company Merger Effective Date, excluding any Marked Tree Bancshares Perfected Dissenting Shares and except as provided in clause (a) (ii) of this Section and Section 2.05 hereof, shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely one share of Pocahontas Bancorp Common Stock multiplied by the Exchange Ratio as determined below (rounded to the nearest fourth decimal) (the "Merger Consideration"). (ii) Any shares of Marked Tree Bancshares Common Stock that are owned or held by either party or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Company Merger Effective Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into or represent any shares of Pocahontas Bancorp Common Stock, and no shares of Pocahontas Bancorp capital stock shall be issued or exchanged therefor. (iii) Each share of Pocahontas Bancorp Common Stock issued and outstanding immediately before the Company Merger Effective Date shall remain an outstanding share of common stock of Pocahontas Bancorp as the surviving corporation. (iv) The holders of certificates representing shares of Marked Tree Bancshares Common Stock shall cease to have any rights as stockholders of Marked Tree Bancshares, except such rights, if any, as they may have pursuant to applicable law. (b) Prior to the Company Merger Effective Date, Pocahontas Bancorp shall appoint a bank, trust company or other stock transfer agent selected by it and agreed to by Marked Tree Bancshares as the Exchange Agent to effect the exchange of certificates evidencing shares of Marked Tree Bancshares Common Stock (any such certificate being hereinafter referred to as a "Certificate") for shares of Pocahontas Bancorp Common Stock to be received in the Company Merger. On the Company Merger Effective Date, Pocahontas Bancorp shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of Pocahontas Bancorp the issuance of the number of shares of Pocahontas Bancorp Common ...

Conversion and Exchange of Shares. The manner and basis of converting at the Effective Time Company Common Stock into cash and shares of Parent's Series B Convertible Preferred Stock, $10.00 par value, having the rights and preferences set forth in the attached Exhibit 2.5A (the "Series B Preferred") with the attached redeemable Warrant to purchase shares of Parent's Common Stock in the form attached as Exhibit 2.5B, the exchange of certificates therefor, the manner and basis of converting the Company Series B Preferred Stock into Parent's Series C Convertible Preferred Stock, $20.00 par value, having the rights and preferences set forth in the attached Exhibit 2.5C (the "Series C Preferred") with the attached redeemable Warrant to purchase shares of Parent's Common Stock in the form attached as Exhibit 2.5B and the manner and basis of converting Company Options outstanding at the Effective Time shall be as set forth herein.

Conversion and Exchange of Shares. At the time the Merger shall become effective;

Conversion and Exchange of Shares. DISSENTING SHARES

Conversion and Exchange of Shares. At the Effective Time, the outstanding shares of the common stock of the corporations participating in the merger will be converted and exchanged as follows:

Conversion and Exchange of Shares. Section 6.01. Conversion of Shares 39 Section 6.02. Exchange Procedures. 40 Section 6.03. Fractional Shares 41 Section 6.04. Adjustments Related to IRS Ruling 41 Section 6.05. Withholding Rights 42 Section 6.06. Transferring Hippo Employee Stock Options. 42 Section 6.07. Transferring Rhino Employee Stock Options. 43 Section 6.08. Restricted Stock. 44 Section 6.09. Newco Actions 45