Common use of Manner of Merger Clause in Contracts

Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), LBI and MNB shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the General Corporation Law of the State of Delaware, as amended (the "Delaware Code"), and Newco shall be the Resulting Corporation. After the Merger, Newco will change its name to "Landmark Bancshares, Inc." As a result of the Merger, each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by LBI stockholders or as otherwise provided herein, and each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by MNB stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the LBI Exchange Ratio and the MNB Exchange Ratio, respectively, as set forth in Section 3.1(a).

Manner of Merger. Upon the terms and subject to the ------------------ conditions of this Agreement, at the Effective Time (as defined below), LBI and MNB shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the General Corporation Law of the State of Delaware, as amended (the "Delaware Code"), and Newco shall be the Resulting Corporation. After the Merger, Newco will change its name to "Landmark Bancshares, Inc." As a result of the Merger, each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by LBI stockholders or as otherwise provided herein, and each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by MNB stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the LBI Exchange Ratio and the MNB Exchange Ratio, respectively, as set forth in Section 3.1(a).