Common use of Description of the Merger Clause in Contracts

Description of the Merger. The Agreement provides that the Merger will constitute a merger, under the laws of the State of Florida, of Marine with and into Old Florida. Old Florida will be the surviving corporation, and the separate corporate existence of Marine will cease. Immediately after the Merger, Marine National Bank, a national banking association and the wholly owned subsidiary of Marine, will be merged into Old Florida Bank, a Florida chartered bank and the wholly-owned subsidiary of Old Florida. Old Florida will continue the banking business of Marine. As of May 29, 2003, the authorized capital stock of Old Florida consisted of 5,000,000 common shares, $.01 par value per share ("Old Florida Common"), of which 1, 216,595 were issued and outstanding and 1,000,000 preferred shares, $.01 par value per share, none of which are outstanding. As of May 29, 2003, the authorized capital stock of Marine consisted of 10,000,000 common shares, $.01 par value per share ("Marine Common"), of which 1,150,000 shares were issued and outstanding and 2,000,000 preferred shares, $.01 par value per share, none of which were outstanding. Further, as of May 29, 2003, there were 243,025 shares of Marine Common subject to outstanding stock options and warrants. On the date the Merger becomes effective (the "Effective Date"), each share of Marine Common then issued and outstanding, other than shares of Marine Common (i) held in treasury of Marine, or (ii) as to which the holder has asserted, as of the Effective Date, dissenters' rights in accordance with the provisions of Section 607.1303 of the Florida Business Corporation Act ("Dissenting Shares"), shall be converted into .62 shares of Old Florida Common. Each share of Marine Common held in the treasury of Marine immediately prior to the Effective Date shall, by virtue of the Merger, be canceled and retired and all rights in respect thereof shall cease to exist. Holders of Dissenting Shares shall, upon the effectiveness of the Merger with respect to such Dissenting Shares, have only such rights, if any, as they may have pursuant to Sections 607.1302 and 607.1303 of the Florida Business Corporation Act, and any amounts required by Section 607.1303 to be paid to any holder of Dissenting Shares shall be paid by Old Florida as the surviving corporation.

Description of the Merger. The Agreement provides that the Merger will constitute a merger, under the laws of the State of Florida, of Marine with and into Old Florida. Old Florida will be the surviving corporation, and the separate corporate existence of Marine will cease. Immediately after the Merger, Marine National Bank, a national banking association and the wholly owned subsidiary of Marine, will be merged into Old Florida Bank, a Florida chartered bank and the wholly-owned subsidiary of Old Florida. Old Florida will continue the banking business of Marine. As of May 29April 25, 2003, the authorized capital stock of Old Florida consisted of 5,000,000 common shares, $.01 par value per share ("Old Florida Common"), of which 1, 216,595 were issued and outstanding and 1,000,000 preferred shares, $.01 par value per share, none of which are outstanding. As of May 29April 25, 2003, the authorized capital stock of Marine consisted of 10,000,000 common shares, $.01 par value per share ("Marine Common"), of which 1,150,000 shares were issued and outstanding and 2,000,000 preferred shares, $.01 par value per share, none of which were outstanding. Further, as of May 29April 25, 2003, there were 243,025 shares of Marine Common subject to outstanding stock options and warrants. On the date the Merger becomes effective (the "Effective Date"), each share of Marine Common then issued and outstanding, other than shares of Marine Common (i) held in treasury of Marine, or (ii) as to which the holder has asserted, as of the Effective Date, dissenters' rights in accordance with the provisions of Section 607.1303 of the Florida Business Corporation Act ("Dissenting Shares"), shall be converted into .62 shares of Old Florida Common. Each share of Marine Common held in the treasury of Marine immediately prior to the Effective Date shall, by virtue of the Merger, be canceled and retired and all rights in respect thereof shall cease to exist. Holders of Dissenting Shares shall, upon the effectiveness of the Merger with respect to such Dissenting Shares, have only such rights, if any, as they may have pursuant to Sections 607.1302 and 607.1303 of the Florida Business Corporation Act, and any amounts required by Section 607.1303 to be paid to any holder of Dissenting Shares shall be paid by Old Florida as the surviving corporation.

Description of the Merger. The Agreement provides that the Merger will constitute a merger, under the laws of the State of Florida, of Marine with and into Old Florida. Old Florida will be the surviving corporation, and the separate corporate existence of Marine will cease. Immediately after the Merger, Marine National Bank, a national banking association and the wholly owned subsidiary of Marine, will be merged into Old Florida Bank, a Florida chartered bank and the wholly-owned subsidiary of Old Florida. Old Florida will continue the banking business of Marine. As of May 2927, 2003, the authorized capital stock of Old Florida consisted of 5,000,000 common shares, $.01 par value per share ("Old Florida Common"), of which 1, 216,595 were issued and outstanding and 1,000,000 preferred shares, $.01 par value per share, none of which are outstanding. As of May 2927, 2003, the authorized capital stock of Marine consisted of 10,000,000 common shares, $.01 par value per share ("Marine Common"), of which 1,150,000 shares were issued and outstanding and 2,000,000 preferred shares, $.01 par value per share, none of which were outstanding. Further, as of May 2927, 2003, there were 243,025 shares of Marine Common subject to outstanding stock options and warrants. On the date the Merger becomes effective (the "Effective Date"), each share of Marine Common then issued and outstanding, other than shares of Marine Common (i) held in treasury of Marine, or (ii) as to which the holder has asserted, as of the Effective Date, dissenters' rights in accordance with the provisions of Section 607.1303 of the Florida Business Corporation Act ("Dissenting Shares"), shall be converted into .62 shares of Old Florida Common. Each share of Marine Common held in the treasury of Marine immediately prior to the Effective Date shall, by virtue of the Merger, be canceled and retired and all rights in respect thereof shall cease to exist. Holders of Dissenting Shares shall, upon the effectiveness of the Merger with respect to such Dissenting Shares, have only such rights, if any, as they may have pursuant to Sections 607.1302 and 607.1303 of the Florida Business Corporation Act, and any amounts required by Section 607.1303 to be paid to any holder of Dissenting Shares shall be paid by Old Florida as the surviving corporation.