Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of units of the Surviving Entity, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding equity units of the Surviving Entity; (ii) the Common Units of the Company (the "Company Common Units"), which units at the Closing will constitute all of the issued and outstanding Common Units of equity of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than Company Common Units as to which appraisal rights are perfected pursuant to the applicable provisions of the TBOC and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to 63,505,787 shares of Parent Common Stock in aggregate (based on a total of 9,106,250 shares of Parent Common Stock pre-Merger and 90,206,250 shares of Parent Common Stock on a fully diluted basis (including the 3,100,000 shares of Parent Common Stock to be issued in the Offering (defined below)) allocated to the Stockholders of Parent (and former stockholders of Company) post-Merger). As a result, each individual Common Unit of the Company shall be converted into the right to receive approximately 3.23 shares of Common Stock of the Parent (the "Conversion Ratio"). Each of the pre-merger officers and directors of the Company, each of the pre-merger officers, directors and 10% or greater shareholders of Parent, and each participant in the Offering shall enter into customary lock-up agreements, attached as Exhibit E hereto; and (iii) each option to purchase a Common Unit of the Company outstanding at the Closing (the "Company Options"), beneficially owned by the option holders listed on Schedule 2.4 shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an option to purchase an equivalent number of shares of Parent Common Stock as specified in Schedule 1.5 for each of the option holders and the exercise price of each such option shall be equal to the exercise price of the applicable Company option divided by the Conversion Ratio as specified in Schedule 1.5.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of First Bank, Merger Sub or the Merged Corporation or the holder thereofof any of the following securities: 3.1 Each share of the common stock, par value $0.01 per share, of the Merged Corporation (“Delanco Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of Delanco Common Stock owned by the Merged Corporation, any wholly owned subsidiary of the Merged Corporation, First Bank or any subsidiary of First Bank (in each case, other than shares of Delanco Common Stock held in any employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or related trust accounts, or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted (collectively, the “Exception Shares”)), shall be converted converted, in accordance with the procedures set forth in the Agreement and Plan of Reorganization, dated as of October 18, 2017, by and among First Bank and the Merged Company (the “Merger Agreement”), into the right to receive such proportionate number receive, without interest, 1.11 shares of units common stock, par value $5.00, of First Bank (the Surviving Entity“Merger Consideration”). 3.2 Notwithstanding anything in the Merger Agreement to the contrary, so that at the Effective Time, Parent all shares of Delanco Common Stock that are owned by the Merged Corporation or First Bank (in each case, other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor. Delanco Federal Savings Bank (“Delanco Bank”), the merging bank, shall be merged with and into First Bank (“First Bank”), the receiving bank, in accordance with the provisions of Chapter 9A, Article 21 of the New Jersey Banking Act of 1948, as amended (the “NJBA”) with the effects set forth in the NJBA (the “Merger”). First Bank, as the receiving bank, shall be the holder surviving corporation resulting from the Merger, and shall succeed to and assume all the rights and obligations of all Delanco Bank in accordance with the NJBA. The name of the issued and outstanding equity units receiving bank shall be First Bank. Upon consummation of the Surviving Entity; (ii) Merger the Common Units separate corporate existence of the Company (the "Company Common Units"), which units at the Closing will constitute all of the issued and outstanding Common Units of equity of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than Company Common Units as to which appraisal rights are perfected Delanco Bank shall terminate. The Merger shall be consummated pursuant to the applicable terms of this Agreement, which has been approved by the board of directors of First Bank and approved by the board of directors of Delanco Bank. This Agreement and Plan of Merger (the “Agreement”) made between Delanco Bank, a federal savings association, being located in Delanco, Burlington County, in the State of New Jersey, with total capital of $[●] million, paid in capital and surplus of $[●] million for [●] shares of common stock, each with a par value $[1.00] per share, and undivided profits or capital reserves of $[●] million, as of [●], 2017, and First Bank, a New Jersey state chartered bank, being headquartered in Hamilton, ▇▇▇▇▇▇ County, in the state of New Jersey (First Bank, together with Delanco Bank, the “Merging Banks”), with total capital of $[●] million, paid in capital and surplus of $[●] million for [●] shares of common stock, each with a par value of $5.00 per share, and undivided profits and capital reserves of $[●] million, as of [●], 2017, each acting pursuant to a unanimous resolution of its board of directors, witnessed as follows: Section 1. Delanco Bank, the merging bank, shall be merged with and into First Bank, the receiving bank, under the charter of First Bank (the “Bank Merger”) in accordance with the provisions of Chapter 9A, Article 21 of the TBOC NJBA with the effects set forth in the NJBA. First Bank, as the receiving bank, shall be the surviving corporation resulting from the Bank Merger and not withdrawn or otherwise forfeited)shall succeed to and assume all the rights and obligations of Delanco Bank in accordance with the NJBA. The separate corporate existence of Delanco Bank shall terminate as a result of the Bank Merger. On the terms and subject to the conditions of this Agreement, shallat the effective time of the Bank Merger, by virtue of the Bank Merger and without any action on the part of First Bank or Delanco Bank, all of the holders thereofcapital stock of Delanco Bank issued and outstanding immediately prior to the effective time of the Bank Merger shall be cancelled and extinguished and shall cease to exist, and no consideration shall be converted delivered in exchange therefor. Section 2. The name of the combined bank (hereinafter referred to as the “Combined Bank”) shall be First Bank. Section 3. The business of the Combined Bank shall be that of a New Jersey state-chartered bank. This business shall be conducted by the Combined Bank at its main office to be located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Suite 101, ▇▇▇▇▇▇▇▇, NJ 08690 and its legally established branches. Section 4. The amount of capital stock of the Combined Bank shall be $[●] million, divided into the right to receive the number of [●] shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to 63,505,787 shares of Parent Common Stock in aggregate (based on a total of 9,106,250 shares of Parent Common Stock pre-Merger and 90,206,250 shares of Parent Common Stock on a fully diluted basis (including the 3,100,000 shares of Parent Common Stock to be issued in the Offering (defined below)) allocated to the Stockholders of Parent (and former stockholders of Company) post-Merger). As a result, each individual Common Unit of the Company shall be converted into the right to receive approximately 3.23 shares of Common Stock of the Parent (the "Conversion Ratio"). Each of the pre-merger officers and directors of the Companycommon stock, each of the pre-merger officers, directors and 10% or greater shareholders of Parent$5.00 par value, and each participant in the Offering shall enter into customary lock-up agreements, attached as Exhibit E hereto; and (iii) each option to purchase a Common Unit of the Company outstanding at the Closing (time the "Company Options")Bank Merger shall become effective, beneficially owned by the option holders listed on Schedule 2.4 shallCombined Bank shall have a surplus of $[●] million, by virtue of and undivided profits, including capital reserves, which when combined with the Merger capital and without any action on the part of the holders thereof, be converted into the right to receive an option to purchase an equivalent number of shares of Parent Common Stock as specified in Schedule 1.5 for each of the option holders and the exercise price of each such option shall surplus will be equal to the exercise price combined capital structures of the applicable Company option divided by Merging Banks as stated in the Conversion Ratio preamble of this Agreement, adjusted however, for normal earnings and expenses (and if applicable, purchase accounting adjustments) between October [●], 2017, and the effective time of the Bank Merger. Section 5. All assets of each of the Merging Banks as they exist at the effective time of the Bank Merger shall pass to and vest in the Combined Bank without any conveyance or other transfer. The Combined Bank shall be responsible for all of the liabilities of every kind and description, of each of the Merging Banks existing as of the effective time of the Bank Merger. Section 6. Delanco Bank shall contribute to the Combined Bank acceptable assets having a book value, over and above its liabilities to its creditors and having an estimated fair value over and above its liabilities to its creditors. At the effective time of the Bank Merger, First Bank shall have on hand acceptable assets having book value above its liabilities to its creditors, and having a fair value, over and above its liabilities to its creditors. Section 7. Of the capital stock of the Combined Bank, the presently outstanding [●] shares of common stock each of $5.00 par value, and the holders of it shall retain their present rights, and the shares of Delanco Bank shall be cancelled for no consideration. Section 8. Neither Delanco Bank nor First Bank shall declare nor pay any dividend to its shareholders between the date of this Agreement and the time at which the Bank Merger shall become effective, nor dispose of any of its assets in any other manner, except in order to facilitate the Bank Merger or in the normal course of business, and in any event for adequate value. Section 9. The present board of directors of First Bank is set forth on Schedule 9(a) to this Agreement and those directors shall serve as the board of directors of the Combined Bank until the next annual meeting or until such time as their successors have been elected and have qualified. The officers of First Bank in office immediately prior to the effective time of the Bank Merger are set forth in Schedule 9(b) to this Agreement and those officers shall serve as the officers of the Combined Bank from and after the effective time of the Bank Merger in accordance with the bylaws of the Combined Bank. Section 10. The branch offices of First Bank are set forth on Schedule 10(a) to this Agreement. The branch offices of Delanco Bank are set forth on Schedule 10(b) to this Agreement. The branch offices at the locations on each of Schedule 10(a) and Schedule 10(b) shall be continued as branch offices of the Combined Bank. Section 11. Effective as of the time the Bank Merger shall become effective as specified in Schedule 1.5the Bank Merger approval to be issued by the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance, the Articles of First Bank as the resulting bank shall be the Articles of the Combined Bank as in existence immediately prior to the effective time of the Bank Merger. The bylaws of First Bank as the resulting bank in effect immediately prior to the effective time of the Bank Merger shall be the bylaws of the Combined Bank following the Bank Merger. Section 12. This Agreement may be terminated by the mutual written consent of Delanco Bank and First Bank. Section 13. This Agreement shall be ratified and confirmed by the affirmative vote of shareholders of Delanco Bank owning at least two-thirds of its capital stock outstanding, at a meeting to be held on the call of the directors (or by the written consent of such shareholders in lieu of such meeting, pursuant to applicable law); and the Bank Merger shall become effective at the time specified in a Bank Merger approval to be issued by the Federal Deposit Insurance Company and the New Jersey Department of Banking and Insurance. Section 14. Each of Delanco Bank and First Bank hereby represents and warrants to the other that (a) it has full power and authority to enter into this Agreement; (b) this Agreement does not conflict with or violate or cause it to be in default under any other agreement, document or instrument to which it is a party or by which it or its assets is bound or affected; and (c) this Agreement is a valid, binding and enforceable obligation against it (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Section 15.

Manner and Basis of Converting Shares. (a) At the Effective Time: : (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of units of the Surviving Entity, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding equity units of the Surviving Entity; ; (ii) the Common Units of the Company (the "Company Common Units"), which units at the Closing will constitute all of the issued and outstanding Common Units of equity of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than Company Common Units as to which appraisal rights are perfected pursuant to the applicable provisions of the TBOC and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to 63,505,787 shares of Parent Common Stock in aggregate (based on a total of 9,106,250 shares of Parent Common Stock pre-Merger and 90,206,250 shares of Parent Common Stock on a fully diluted basis (including the 3,100,000 shares of Parent Common Stock to be issued in the Offering (defined below)) allocated to the Stockholders of Parent (and former stockholders of Company) post-Merger). As a result, each individual Common Unit of the Company shall be converted into the right to receive approximately 3.23 shares of Common Stock of the Parent (the "Conversion Ratio"). Each of the pre-merger officers and directors of the Company, each of the pre-merger officers, directors and 10% or greater shareholders of Parent, and each participant in the Offering shall enter into customary lock-up agreements, attached as Exhibit E hereto; and and (iii) each option to purchase a Common Unit of the Company outstanding at the Closing (the "Company Options"), beneficially owned by the option holders listed on Schedule 2.4 shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an option to purchase an equivalent number of shares of Parent Common Stock as specified in Schedule 1.5 for each of the option holders and the exercise price of each such option shall be equal to the exercise price of the applicable Company option divided by the Conversion Ratio as specified in Schedule 1.5. (iii) each Company Common Unit held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations at the Effective Time and the mode of carrying the merger into effect are as follows: (a) At The 100 shares of Common Stock of Merger Co. outstanding on the Effective Time: (i) each share effective date of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into 100 fully paid and nonassessable shares of Common Stock of Blackridge, the right Surviving Corporation, which shall, on such conversion be, validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to receive such proportionate number any further call, nor shall the holder thereof be liable for any further payments with respect thereto. The share of units Common Stock of the Surviving EntityCorporation into which shares of the Common Stock of Merger Co. shall have been converted shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of Merger Co. (b) Each ten (10) shares of Blackridge Series A Preferred Stock outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one (1) fully paid and nonassessable share of ▇▇▇▇▇ ▇▇▇▇▇ Series A Preferred Stock, which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto; provided, that any stockholder who properly exercises and perfects appraisal rights in accordance with the laws of Delaware shall receive payment from Blackridge in lieu of such shares of ▇▇▇▇▇ ▇▇▇▇▇ Series A Preferred Stock. (c) Each one (1) share of Blackridge Common Stock outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one (1) fully paid and nonassessable share of ▇▇▇▇▇ ▇▇▇▇▇ Common Stock, which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto; provided, that any stockholder who properly exercises and perfects appraisal rights in accordance with the laws of Delaware shall receive payment from Blackridge in lieu of such shares of ▇▇▇▇▇ ▇▇▇▇▇ Common Stock. (d) All shares of the Series A Preferred Stock and Common Stock of ▇▇▇▇▇ ▇▇▇▇▇ into which shares of the Blackridge Series A and Blackridge Common Stock shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Blackridge Series A Preferred Stock and Blackridge Common Stock, as applicable. (e) The shares of Blackridge Series A Preferred Stock and Common Stock issued and outstanding prior to the Effective Time shall be cancelled. (f) Each outstanding option, warrant or convertible security (a "Preferred Convertible Security") to purchase shares of Blackridge Series A Preferred Stock, whether vested or unvested, shall be converted into an option, warrant or convertible security to acquire on the same terms and conditions as were applicable under such Preferred Convertible Security, the number of shares of ▇▇▇▇▇ ▇▇▇▇▇ Series A Preferred Stock equal to one-tenth (1/10) the number of shares of Blackridge Series A Preferred Stock subject to such Preferred Convertible Security, at a price per share of ▇▇▇▇▇ ▇▇▇▇▇ Series A Preferred Stock equal to ten (10) times the price per share of such Preferred Convertible Security. (g) Each outstanding option, warrant or convertible security (a "Common Convertible Security") to purchase shares of Blackridge Common Stock, whether vested or unvested, shall be converted into an option, warrant or convertible security to acquire on the same terms and conditions as were applicable under the Common Convertible Security, the same number of shares of ▇▇▇▇▇ ▇▇▇▇▇ Common Stock as the number of shares Blackridge Common Stock subject to such Common Convertible Security, at a price per share of ▇▇▇▇▇ ▇▇▇▇▇ Common Stock equal to the price per share of such Common Convertible Security. (h) ▇▇▇▇▇ ▇▇▇▇▇ shall, prior to the Effective Time, take all action necessary so that that, at the Effective Time, Parent shall be the holder of all of the issued and outstanding equity units of the Surviving Entity; (ii) the Common Units of the Company (the "Company Common Units"), which units at the Closing will constitute all of the issued and outstanding Common Units of equity of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than Company Common Units as to which appraisal rights are perfected pursuant to the applicable provisions of the TBOC and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without the need of any action further corporate action, ▇▇▇▇▇ ▇▇▇▇▇ shall assume the Preferred Convertible Securities and the Common Convertible Securities (collectively referred to as the "Convertible Securities"), with the result that all obligations of Blackridge under the Convertible Securities shall be obligations of ▇▇▇▇▇ ▇▇▇▇▇ and all Convertible Securities shall be exercisable for shares of ▇▇▇▇▇ ▇▇▇▇▇ Series A Preferred Stock or ▇▇▇▇▇ ▇▇▇▇▇ Common Stock, as applicable, following the Effective Time. (i) Upon the surrender by the holders of Blackridge Series A Preferred Stock and Blackridge Common Stock to ▇▇▇▇▇ ▇▇▇▇▇'▇ transfer agent and registrar of their Blackridge stock certificates or book entries (or, if such holders allege that any such certificates have been lost, stolen or destroyed, a lost certificate affida-vit, indemnity bond and/or agreement reasonably acceptable to ▇▇▇▇▇ ▇▇▇▇▇ to indemnify ▇▇▇▇▇ ▇▇▇▇▇ against any claim that may be made against ▇▇▇▇▇ ▇▇▇▇▇ on the part account of the alleged loss, theft or destruction of such certificate, as determined by ▇▇▇▇▇ ▇▇▇▇▇), together with the investment representation letter and all other documents and materials reasonably required by such transfer agent to be delivered in connection therewith, the holders thereof, of the Blackridge Series A Preferred Stock and Blackridge Common Stock shall be converted into the right entitled to receive a certificate or certificates representing, or book entries for, the number of whole shares of Parent ▇▇▇▇▇ ▇▇▇▇▇ Series A Preferred Stock and ▇▇▇▇▇ ▇▇▇▇▇ Common Stock specified in Schedule 1.5 to which they are entitled. No scrip or fractional share certificates for each of the Stockholders, which ▇▇▇▇▇ ▇▇▇▇▇ Preferred Stock or ▇▇▇▇▇ ▇▇▇▇▇ Common Stock will be issued and any fractional shares shall be equal rounded up to 63,505,787 the nearest whole share. (j) If any certificate for shares of Parent Common Stock in aggregate (based on a total of 9,106,250 shares of Parent Common Stock pre-Merger and 90,206,250 shares of Parent Common Stock on a fully diluted basis (including the 3,100,000 shares of Parent Common Stock ▇▇▇▇▇ ▇▇▇▇▇ is to be issued in a name other than that in which the Offering (defined below)) allocated certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to ▇▇▇▇▇ ▇▇▇▇▇ or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of ▇▇▇▇▇ ▇▇▇▇▇ in any name other than that of the registered holder of the certificate surrendered, or establish to the Stockholders satisfaction of Parent (and former stockholders of Company) post-Merger). As a result, each individual Common Unit of the Company shall be converted into the right to receive approximately 3.23 shares of Common Stock of the Parent (the "Conversion Ratio"). Each of the pre-merger officers and directors of the Company, each of the pre-merger officers, directors and 10% ▇▇▇▇▇ ▇▇▇▇▇ or greater shareholders of Parent, and each participant in the Offering shall enter into customary lock-up agreements, attached as Exhibit E hereto; and (iii) each option to purchase a Common Unit of the Company outstanding at the Closing (the "Company Options"), beneficially owned any agent designated by the option holders listed on Schedule 2.4 shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an option to purchase an equivalent number of shares of Parent Common Stock as specified in Schedule 1.5 for each of the option holders and the exercise price of each it that such option shall be equal to the exercise price of the applicable Company option divided by the Conversion Ratio as specified in Schedule 1.5tax has been paid or is not payable.