Common use of Effect on Outstanding Shares Clause in Contracts

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 Stock, issued and outstanding at the Effective Time shall become and be converted into the right to receive (i) $36,896 in cash and (ii) 6,434.70 shares of Purchaser Common Stock (the "Merger Consideration"). The total Merger Consideration shall be approximately 50% cash and 50% common stock with a total value of $34.0 million at the date of this Agreement. Fractional shares of Purchaser Common Stock will not be issued in the merger. Fractional shares shall be cashed out in an amount determined by multiplying the fractional share interest to which such holder would be entitled by $36,896. (b) As of the Effective Time, all shares of Seller Stock 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 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. (c) The Shares of Purchaser common stock to be issued to Seller Stockholders as contemplated in Section 2.02(a) will not be registered under the Securities Act or registered or qualified for sale under any state securities Law and cannot be resold without registration or an exemption under the Securities Act. Such shares will therefore be "restricted securities" as defined in Rule 144 under the Securities Act. Each certificate representing the Purchaser common stock shall bear a restrictive legend referencing the Securities Act. Purchaser agrees that in the event Purchaser registers with the Securities and Exchange Commission any shares held by its stockholders it will include as part of the registration statement shares issued to Seller Stockholders. (d) Notwithstanding the foregoing, Purchaser and Seller agree that the number of shares of Purchaser Common Stock issued as Merger Consideration may be increased in order to ensure that the Merger qualifies as a tax free reorganization at the corporate level. In this regard, Purchaser shall increase the Purchaser Common Stock component to cause the aggregate value of the Purchaser Common Stock component to equal at least forty percent (40%) of the Merger Consideration (which determination shall be based upon the high and low trading price of Purchaser Common Stock on the five trading days preceding the date of the Effective Time.

Effect on Outstanding Shares. Immediately prior to the Merger: (a1) each outstanding share of Riverside Class A Common Stock shall remain outstanding and unchanged; and (2) each outstanding share of Riverside Class B Common Stock shall be converted on a one-for-one basis into a share of Riverside Class A Common Stock. The shares of Riverside Class A Common Stock described in clause (1) above and the shares of Riverside Class A Common Stock of Riverside to be issued pursuant to clause (2) above are hereinafter collectively referred to as “Riverside Stock.” By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Seller Stock, Riverside Stock issued and outstanding at on the Effective Time Date shall become and be converted into and exchangeable for the right to receive (i) $36,896 in cash and (ii) 6,434.70 1.0312 shares of Purchaser Synovus Common Stock (the "Merger Consideration"“Per Share Exchange Ratio”). The total Merger Consideration shall be approximately 50% cash and 50% common stock with a total value of $34.0 million at the date of this Agreement. Fractional shares of Purchaser Common Stock will not be issued in the merger. Fractional shares shall be cashed out in an amount determined by multiplying the fractional share interest to which such holder would be entitled by $36,896. (b) As of the Effective TimeDate, all shares each share of Seller Riverside Common Stock shall no longer be outstanding and held as treasury stock of Riverside shall be automatically cancelled and canceled, retired and shall cease to exist, and each no payment shall be made in respect thereof. No fractional shares of Synovus Common Stock shall be issued in connection with the Merger. Each holder of Riverside Stock who would otherwise have been entitled to receive a Certificate formerly representing any such fraction of a share of Seller Synovus Common Stock shall cease receive, in lieu thereof, cash (without interest) in an amount equal 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. (c) The Shares of Purchaser common stock to be issued to Seller Stockholders as contemplated in Section 2.02(a) will not be registered under the Securities Act or registered or qualified for sale under any state securities Law and cannot be resold without registration or an exemption under the Securities Act. Such shares will therefore be "restricted securities" as defined in Rule 144 under the Securities Act. Each certificate representing the Purchaser common stock shall bear a restrictive legend referencing the Securities Act. Purchaser agrees that in the event Purchaser registers with the Securities and Exchange Commission any shares held by its stockholders it will include as such fractional part of the registration statement shares issued to Seller Stockholders. (d) Notwithstanding the foregoing, Purchaser and Seller agree that the number a share of shares of Purchaser Synovus Common Stock issued as Merger Consideration may be increased in order to ensure that multiplied by the Merger qualifies as a tax free reorganization at the corporate level. In this regard, Purchaser shall increase the Purchaser Common Stock component to cause the aggregate value closing price per share of the Purchaser Common Stock component to equal at least forty percent (40%) of the Merger Consideration (which determination shall be based upon the high and low trading price of Purchaser Synovus Common Stock on the five trading days New York Stock Exchange (“NYSE”) on the last business day immediately preceding the Effective Date. Each holder of Riverside Stock will be entitled to ten (10) votes for each share of Synovus Common Stock to be received by him/her on the Effective Date pursuant to a set of resolutions adopted by the Board of Directors of Synovus on September 6, 2005, in accordance with and subject to those certain Articles of Amendment to Synovus’ Articles of Incorporation, dated April 24, 1986. Synovus shall provide Riverside with certified copies of such resolutions prior to the Effective Date. The shares of Synovus Common Stock issued and outstanding immediately prior to the Effective Date shall remain outstanding and unchanged after the Merger. If, between the date of this Agreement and the Effective TimeDate, the outstanding shares of Synovus Common Stock shall be increased, decreased, changed into or exchanged for a different number or class of shares by reason of any reorganization, reclassification, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in Synovus’ capitalization, then an appropriate and proportionate adjustment shall be made to the Per Share Exchange Ratio so as to prevent the dilutive effect of such transaction on a percentage of ownership basis.