Common use of Effect on Outstanding Shares Clause in Contracts

Effect on Outstanding Shares. By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Seller Common Stock, issued and outstanding at the Effective Time (other than (i) shares the holder of which (the “Dissenting Stockholder”) pursuant to any applicable law providing for dissenters’ or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the “Dissenters’ Shares”) and (ii) shares held directly or indirectly by Purchaser (other than (A) shares held in a fiduciary capacity or (B) shares held in satisfaction of a debt previously contracted), (the shares referred to in clauses (i) and (ii) are hereinafter collectively referred to as the “Excluded Shares”)) shall become and be converted into the right to receive from Purchaser Bank $17.00 in cash without interest (the “Merger Consideration”). (a) As of the Effective Time, each Excluded Share, other than Dissenters’ Shares, shall be canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) As of the Effective Time, all shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder of a certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of Seller.

Effect on Outstanding Shares. (a) By virtue of the Interim Merger, automatically and without any action on the part of the holder thereof, each share of Seller Common Stock, Stock issued and outstanding at the effective time of the Interim Merger (the “Effective Time Time”) (other than (i) shares the holder of which (the “Dissenting Stockholder”) pursuant to any applicable law providing for dissenters’ or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the “Dissenters’ Shares”) and ), (ii) shares held directly or indirectly by Purchaser (other than (A) shares held in a fiduciary capacity or (B) shares held in satisfaction of a debt previously contracted), (iii) unissued Seller Common Stock reserved for issuance pursuant to the shares referred to in clauses (i) Seller Stock Benefit Plan and (iiiv) are hereinafter collectively referred to as the “Excluded Shares”)Treasury Stock ) shall become and be converted into the right to receive from Purchaser Bank $17.00 20.75 in cash without interest (the “Merger Consideration”)interest. (ab) As of At the Effective Time, each Excluded Share, share of Seller Common Stock held directly or indirectly by Purchaser (other than Dissenters’ Shares, shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) and Treasury Stock shall be canceled cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (bc) As The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation at the Effective TimeTime by virtue of the Interim Merger, automatically and without any action on the part of the holder thereof, and shall thereafter constitute all of the issued and outstanding shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder the capital stock of a certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of SellerSurviving Corporation.

Effect on Outstanding Shares. By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Seller Common Stock, issued and outstanding at the Effective Time (other than (i) shares the holder of which (the “"Dissenting Stockholder”") pursuant to any applicable law providing for dissenters’ ' or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the “"Dissenters’ ' Shares”) and "), (ii) shares held directly or indirectly by Purchaser (other than (A) shares held in a fiduciary capacity or (B) shares held in satisfaction of a debt previously contracted), or (iii) unallocated shares held in the IBL Bancorp, Inc. 1999 Recognition and Retention Plan (the "Seller RRP") (the shares referred to in clauses (i), (ii) and (iiiii) are hereinafter collectively referred to as the “"Excluded Shares”")) shall become and be converted into the right to receive from Purchaser Bank $17.00 24.00 in cash without interest (the “"Merger Consideration”"). (a) As of the Effective Time, each Excluded Share, other than Dissenters’ ' Shares, shall be canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) As of the Effective Time, all shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder of a certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of Seller.

Effect on Outstanding Shares. By virtue of (a) At the MergerEffective Time, automatically and without any action on the part of the any holder thereof, each share of Seller Company Common Stock, Stock issued and outstanding at the Effective Time (other than shares held by holders (ieach, a "Dissenting Shareholder") shares the holder of which (the “Dissenting Stockholder”) pursuant who perfect their rights to any dissent under applicable law providing for dissenters’ or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such state law (the “"Dissenters’ ' Shares”) and (ii) shares held directly or indirectly by Purchaser (other than (A) shares held in a fiduciary capacity or (B) shares held in satisfaction of a debt previously contracted")), (the shares referred to in clauses (i) and (ii) are hereinafter collectively referred to as the “Excluded Shares”)) shall become and be converted into the right to receive from Purchaser Bank $17.00 18.84 in cash (one cent (1c.) of which is attributable to the redemption price of the associated right under the Rights Agreement) without interest (the “"Merger Consideration”"). (a) As of . At the Effective Time, each Excluded Share, other than Dissenters’ Shares, share of Company Common Stock held as treasury stock of the Company shall be canceled cancelled and retired and shall cease to exist and no exchange or payment shall be made with respect thereto. Upon the payment by the Surviving Corporation of the "fair value" of any Dissenters' Shares in accordance with the State Corporation Law, such Dissenters' Shares shall be cancelled and retired and shall cease to exist, and no exchange or further payment shall be made with respect thereto. (b) As of At the Effective Time, all the shares of Seller Common Stock other than Excluded Shares common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding converted into shares of common stock of the Surviving Corporation and shall be automatically cancelled thereafter constitute all of the issued and retired and shall cease to exist, and each holder outstanding shares of a certificate formerly representing any such share capital stock of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of SellerSurviving Corporation.

Effect on Outstanding Shares. (a) By virtue of the Interim Merger, automatically and without any action on the part of the holder thereof, each share of Seller Common Stock, Stock issued and outstanding at the effective time of the Interim Merger (the "Effective Time Time") (other than (i) shares the holder of which (the “"Dissenting Stockholder”") pursuant to any applicable law providing for dissenters’ ' or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the “"Dissenters’ ' Shares”) and "), (ii) shares held directly or indirectly by Purchaser (other than (A) shares held in a fiduciary capacity or (B) shares held in satisfaction of a debt previously contracted), (iii) unissued Seller Common Stock reserved for issuance pursuant to the shares referred to in clauses (i) Seller Stock Benefit Plan and (iiiv) are hereinafter collectively referred to as the “Excluded Shares”)Treasury Stock ) shall become and be converted into the right to receive from Purchaser Bank $17.00 20.75 in cash without interest (the “Merger Consideration”)interest. (ab) As of At the Effective Time, each Excluded Share, share of Seller Common Stock held directly or indirectly by Purchaser (other than Dissenters’ Shares, shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) and Treasury Stock shall be canceled cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (bc) As The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation at the Effective TimeTime by virtue of the Interim Merger, automatically and without any action on the part of the holder thereof, and shall thereafter constitute all of the issued and outstanding shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder the capital stock of a certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of SellerSurviving Corporation.

Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Seller Common Stock, issued and outstanding at the Effective Time (other than (i) shares Dissenting Shares (the holder of which (the “Dissenting Stockholder”) pursuant to any applicable law providing for dissenters’ or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to shall only have only the rights provided in any such law (the “Dissenters’ Shares”) and under applicable law), (ii) shares held directly or indirectly by Purchaser (other than (A) shares held in a fiduciary capacity or (B) shares held in satisfaction of a debt previously contracted), (iii) unissued Seller Common Stock reserved for issuance pursuant to the Seller Stock Benefit Plans and (iv) Treasury Stock (the shares referred to in clauses (i), (ii), (iii) and (iiiv) are hereinafter collectively referred to as the “Excluded Shares”)) shall become and be converted into the right to receive from Purchaser Bank $17.00 20.75 in cash without interest (the “Merger Consideration”). (a) . As of the Effective Time, each Excluded Share, other than Dissenters’ Shares, shall be canceled cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto. (b) As of the Effective Time, all shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder of a certificate Certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of Seller.