Common use of Manner of Converting Shares Clause in Contracts

Manner of Converting Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Merger and without any further action on the part of CBF, VBI or the holders of any shares thereof, the shares of the constituent corporations shall be converted as follows: (a) each share of CBF Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Subject to the potential adjustment provided for in Section 3.2 below, each share of VBI Common Stock (excluding shares held by any VBI Company, other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive shares of CBF Common Stock and/or cash as set forth in this Section 3.1. (c) Holders of VBI Common Stock may elect to receive shares of CBF Common Stock or cash in exchange for their shares of VBI Common Stock. The total number of shares of VBI Common Stock to be converted into CBF Common Stock (the “Stock Consideration pursuant to this Agreement (the “Stock Conversion Number”) shall not be less than 235,900 shares (65% times 362,923 total VBI common shares outstanding) nor more than 254,046 shares (70% times 362,923 total VBI common shares outstanding). All shares of VBI Common Stock not exchanged for CBF Common Stock shall be exchanged for $105.06 in cash per share (the “Cash Consideration”). (d) At the election of holders of VBI Common Stock, each share of VBI Common Stock may be exchanged for 5.25 shares of Centerstate Common Stock (the “Exchange Ratio”), subject to the election restrictions set forth above and below. (e) An Election Form, in such form as CBF and VBI mutually agree (“Election Form”), will be included in, and sent with the Proxy Statement/Prospectus, which shall be mailed to each holder of record of VBI Common Stock entitled to vote at VBI Stockholders’ Meeting, permitting such holder, subject to the allocation and election procedure set forth herein: (i) to specify the number of shares of VBI Common Stock owned by such holder with respect to which the holder desires to receive Cash Consideration (a “Cash Election”) in accordance with the provisions stated herein; (ii) to specify the number of shares of VBI Common Stock owned by such holder with respect to which such holder desires to receive Stock Consideration (a “Stock Election), or; (iii) to indicate that such record holder has no preference as to the receipt of Stock Consideration or Cash Consideration for such shares (a “Non-Election”). Holders of record of shares of VBI Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of VBI Common Stock held by each representative for a particular beneficial owner. Any shares of VBI Common Stock with respect to which the holder thereof shall not, as of the Election Deadline (defined below), have made an election by submission to VBI of an effective, properly completed Election Form shall be deemed Non-Election shares. Any Dissenting Shares shall be deemed shares subject to an all Cash Election. Any holder of VBI Common Stock shall have the right to change his or her election to a Cash Election or Stock Election at any time prior to the Election Deadline (as defined in subparagraph 3.1(f) below) by submitting a new Election Form to VBI.

Manner of Converting Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Merger and without any further action on the part of CBFJBI, VBI HBI or the holders of any shares thereof, the shares of the constituent corporations shall be converted as follows: (a) each share of CBF JBI Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Subject to the potential adjustment provided for in Section 3.2 below, each share of VBI HBI Common Stock (excluding shares held by any VBI HBI Company, other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive shares of CBF JBI Common Stock and/or cash as set forth in this Section 3.1. (c) Holders of VBI HBI Common Stock may elect to receive shares of CBF JBI Common Stock or cash in exchange for their shares of VBI HBI Common Stock. The total number of shares of VBI HBI Common Stock to be converted into CBF JBI Common Stock (the “Stock Consideration pursuant to this Agreement (the “Stock Conversion Number”) shall not be less than 235,900 shares (65% times 362,923 total VBI common shares outstanding) nor more than 254,046 shares (70% times 362,923 total VBI common shares outstanding)1,194,214 shares. All shares of VBI HBI Common Stock not exchanged for CBF JBI Common Stock shall be exchanged for $105.06 17.29 in cash per share (the “Cash Consideration”). (d) At the election of holders of VBI HBI Common Stock, each share of VBI HBI Common Stock may be exchanged for 5.25 0.6175 shares of Centerstate JBI Common Stock (the “Exchange Ratio”), subject to the election restrictions set forth above and below. (e) An Election Form, in such form as CBF JBI and VBI HBI mutually agree (“Election Form”), will be included in, and sent with the Proxy Statement/Prospectus, which shall be mailed to each holder of record of VBI HBI Common Stock entitled to vote at VBI HBI Stockholders’ Meeting, permitting such holder, subject to the allocation and election procedure set forth herein: (i) to specify the number of shares of VBI HBI Common Stock owned by such holder with respect to which the holder desires to receive Cash Consideration (a “Cash Election”) in accordance with the provisions stated herein; (ii) to specify the number of shares of VBI HBI Common Stock owned by such holder with respect to which such holder desires to receive Stock Consideration (a “Stock Election), or; (iii) to indicate that such record holder has no preference as to the receipt of Stock Consideration or Cash Consideration for such shares (a “Non-Election”). Holders of record of shares of VBI HBI Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of VBI HBI Common Stock held by each representative for a particular beneficial owner. Any shares of VBI HBI Common Stock with respect to which the holder thereof shall not, as of the Election Deadline (defined below), have made an election by submission to VBI HBI of an effective, properly completed Election Form shall be deemed Non-Election shares. Any Dissenting Shares shall be deemed shares subject to an all Cash Election. Any holder of VBI HBI Common Stock shall have the right to change his or her election to a Cash Election or Stock Election at any time prior to the Election Deadline (as defined in subparagraph 3.1(f) below) by submitting a new Election Form to VBIHBI.

Manner of Converting Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Merger and without any further action on the part of CBFTIB, VBI TIB-SUB, BANK or the holders of any shares thereof, the shares of the constituent corporations shall be converted as follows: (a) each Each share of CBF TIB Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. The shares of TIB-SUB common stock outstanding at the Effective Time shall be converted into and exchanged for an aggregate of 885,414 shares of the Surviving Bank’s common stock, par value $5.00 per share, issued and outstanding to TIB. (b) Subject to the potential adjustment provided for in Section 3.2 below, each Each share of VBI BANK Common Stock (excluding shares held by any VBI BANK Company, other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive shares of CBF Common Stock and/or cash as set forth in this Section 3.1. (ci) Holders of VBI Common Stock may elect to receive shares of CBF Common Stock or cash in exchange for their shares of VBI Common Stock. The total that number of shares of VBI TIB Common Stock determined by dividing $18.00 by the Average Quoted Price and rounding to the fourth decimal place (as such may be converted into CBF Common Stock (the “Stock Consideration adjusted pursuant to Section 3.2 of this Agreement (the “Stock Conversion Number”) shall not be less than 235,900 shares (65% times 362,923 total VBI common shares outstanding) nor more than 254,046 shares (70% times 362,923 total VBI common shares outstanding). All shares of VBI Common Stock not exchanged for CBF Common Stock shall be exchanged for $105.06 in cash per share (the “Cash Consideration”). (d) At the election of holders of VBI Common StockAgreement, each share of VBI Common Stock may be exchanged for 5.25 shares of Centerstate Common Stock (the “Exchange Ratio”); provided that, subject to the election restrictions rights set forth above in Section 3.1(c) below, each holder of BANK Common Stock shall have an opportunity to elect to receive cash consideration for up to 10% of such holder’s shares of BANK Common Stock in lieu of receiving TIB Common Stock for such shares, plus (ii) the Net Income Per Share Amount. Notwithstanding the foregoing, if the Average Quoted Price is equal to or less than $16.50, then the Exchange Ratio shall become fixed at 1.0909 shares of TIB Common Stock for each share of BANK Common Stock, and belowif the Average Quoted Price is equal to or greater than $18.50, then the Exchange Ratio shall become fixed at 0.9730 shares of TIB Common Stock for each share of BANK Common Stock. If the Average Quoted Price shall be greater than $20.00, then TIB may, and if the Average Quoted Price shall be less than $15.00, then BANK may, at any time during the period commencing on the Determination Date and ending at the close of business five (5) business days thereafter, terminate this Agreement pursuant to Section 10.1(l) hereof. (e1) An Election FormNotwithstanding the provisions of Section 3.1(b) above, each holder of BANK Common Stock shall be provided with an opportunity to elect to receive for the shares of BANK Common Stock owned by such holder (i) cash of $18.00 (as such may be adjusted pursuant to Section 3.2 of this Agreement) for up to 10% of the shares of BANK Common Stock owned by such holder, plus (ii) for the remaining shares of BANK Common Stock owned by such holder, an amount of shares of TIB Common Stock determined in accordance with Section 3.1(b) above, plus (iii) the Net Income Per Share Amount for the shares of BANK Common Stock owned by such holder. (2) The Exchange Agent shall mail an election form in such form as CBF TIB and VBI BANK shall mutually agree (the “Election Form”), will be included in, and sent ) with or following the issuance of the Proxy Statement/Prospectus, which Prospectus and at least 20 days prior to the date of the BANK Stockholders’ Meeting or on such other date as TIB and BANK shall be mailed mutually agree (the “Mailing Date”) to each holder of record of VBI BANK Common Stock entitled to vote at VBI for such BANK Stockholders’ Meeting, permitting such holder, subject . Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of BANK Common Stock to the allocation and election procedure set forth herein: elect to receive (i) to specify the number of shares of VBI TIB Common Stock for all shares of BANK Common Stock owned by such holder with respect to which holder, plus the holder desires to receive Cash Consideration (a “Cash Election”) in accordance with the provisions stated herein; Net Income Per Share Amount or (ii) a cash payment of $18.00 (as such amount may be adjusted pursuant to specify Section 3.2 of this Agreement) for up to 10% of the number of shares of VBI BANK Common Stock owned by such holder with respect to which holder, plus shares of TIB Common Stock for the remaining shares of BANK Common Stock owned by such holder desires to receive Stock Consideration (a “Stock Election)holder, or;plus the Net Income Per Share Amount. (iii3) to indicate that such record holder has no preference as to the receipt of Stock Consideration or Cash Consideration for such shares (a “Non-Election”). Holders of record of shares of VBI Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of VBI Common Stock held by each representative for a particular beneficial owner. Any shares of VBI BANK Common Stock with respect to which the holder thereof shall not, as of not have submitted to the Election Deadline (defined below), have made an election by submission to VBI of Exchange Agent an effective, properly completed Election Form prior to 5:00 p.m. Eastern Time on the day before the BANK Stockholders’ Meeting (or such other time and date as TIB and BANK may mutually agree) (the “Election Deadline”) shall be deemed Non-Election shares. Any Dissenting Shares shall be deemed shares subject to an all Cash Election. Any holder of VBI converted into TIB Common Stock shall have at the right Effective Time, as set forth in Section 3.1(b) of this Agreement (such shares being referred to change his as “No Election Shares”). (4) Any Election Form may be revoked or her election to a Cash changed by the person submitting such Election Form at or Stock Election at any time prior to the Election Deadline Deadline. In the event an Election Form is revoked and a replacement Election Form is not submitted prior to the Election Deadline, the shares of BANK Common Stock represented by such Election Form shall become No Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither TIB nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (d) At the Effective Time, all outstanding and unexercised options to purchase shares of BANK Common Stock pursuant to the BANK Stock Option Plans (each, a “BANK Option”) will cease to represent an option to purchase BANK Common Stock and will be converted automatically into options to purchase TIB Common Stock, and TIB will assume each BANK Option subject to its terms, including any acceleration in vesting that will occur as a consequence of the Merger according to the instruments governing the BANK Option; provided, however, that after the Effective Time: (i) the number of shares of TIB Common Stock purchasable upon exercise of each BANK Option will equal the product of (A) the number of shares of BANK Common Stock that were purchasable under the BANK Option immediately before the Effective Time and (B) the Exchange Ratio, rounded to the nearest whole share; and (ii) the per share exercise price for each BANK Option will equal the quotient of (A) the per share exercise price of the BANK Option in effect immediately before the Effective Time divided by (B) the Exchange Ratio, rounded to the nearest cent. Notwithstanding the foregoing, each BANK Option that is intended to be an “incentive stock option” (as defined in subparagraph 3.1(fSection 422 of the IRC) belowwill be adjusted in accordance with the requirements of Section 424 of the IRC. As of the date hereof, the BANK Options provide for the purchase of no more than an aggregate of _______ additional shares of BANK Common Stock. As soon as practicable after the Effective Time, TIB shall file a Registration Statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of TIB Common Stock subject to converted or substitute BANK Options and shall use its reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses associated therewith) by submitting a new Election Form to VBIfor so long as such converted or substitute BANK Options remain outstanding.