Manner of Merger. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or First Kansas or the holder of any First Kansas Common Stock: (i) each share of common stock, $0.01 par value per share, of Acquisition Corp issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation; (ii) each share of First Kansas Common Stock issued and outstanding immediately prior to the Effective Time, including shares granted pursuant to the First Kansas Restricted Stock Plan which have fully vested prior to the Closing Date, shall be converted into the right to receive cash in an amount equal to (i) Nineteen Dollars ($19.00) minus (ii) the Per Share Equity Adjustment, if any, as defined below, minus (iii) the Per Share Remediation Cost, if any, as defined below (the "Purchase Price Per Share"); (iii) each share of First Kansas Common Stock held by First Kansas as treasury stock shall not be converted into the right to receive cash, but instead shall be canceled as a result of the Merger; (iv) each First Kansas Stock Option shall, ipso facto and without any action on the part of holders thereof, become and be converted into the right to receive the difference between the Purchase Price Per Share and the applicable option exercise price (the "Option Spread"), payable as provided herein and less any Tax withholding required under the Code or any provision of state or local law, and prior to the Effective Time, the board of directors of First Kansas and the committee or committees established under the First Kansas Stock Option Plan shall take such actions or make such determinations as may be required under the First Kansas Stock Option Plan, subject to the approval of Acquiror, to effect the provisions of this Agreement; and (v) each share of First Kansas Common Stock owned by Acquiror shall be cancelled. (b) For the purposes of this Section 3.1, the "Per Share Equity Adjustment", if any, shall be equal to (i) the total amount that the Adjusted Stockholders' Equity (as calculated immediately prior to the Closing Date) is less than Thirteen Million Six Hundred Thousand Dollars ($13,600,000) divided by (ii) 1,040,324. (c) For the purposes of this Section 3.1, the "Per Share Remediation Cost", if any, shall be equal to (i) the total of the difference of the Remediation Cost, as defined in Section 6.10(b), minus One Hundred Thousand Dollars ($100,000) (which such difference can not be less than zero) divided by two (2), divided by (ii) 1,040,324. For example, if the Remediation Cost is determined by the parties to be Three Hundred Thousand Dollars ($300,000), the Per Share Remediation Cost will be equal to the following: ($300,000-$100,000)/2 = $0.10 --------------------- 1,040,324 (d) After the Effective Time, no holder of First Kansas Common Stock that is issued and outstanding immediately prior to the Effective Time will have any rights in respect of such First Kansas Common Stock except to receive payment for such shares of First Kansas Common Stock in the manner provided herein or as provided in Section 17-6712 of the Kansas Code.
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Manner of Merger. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or First Kansas or the holder of any First Kansas Common Stock:
(i) each share of common stock, $0.01 par value per share, of Acquisition Corp issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation;
(ii) each share of First Kansas Common Stock issued and outstanding immediately prior to the Effective Time, including shares granted pursuant to the First Kansas Restricted Stock Plan which have fully vested prior to the Closing Date, shall be converted into the right to receive cash in an amount equal to (i) Nineteen Dollars ($19.00) minus (ii) the Per Share Equity Adjustment, if any, as defined below, minus (iii) the Per Share Remediation Cost, if any, as defined below (the "“Purchase Price Per Share"”);
(iii) each share of First Kansas Common Stock held by First Kansas as treasury stock shall not be converted into the right to receive cash, but instead shall be canceled as a result of the Merger;
(iv) each First Kansas Stock Option shall, ipso facto and without any action on the part of holders thereof, become and be converted into the right to receive the difference between the Purchase Price Per Share and the applicable option exercise price (the "“Option Spread"”), payable as provided herein and less any Tax withholding required under the Code or any provision of state or local law, and prior to the Effective Time, the board of directors of First Kansas and the committee or committees established under the First Kansas Stock Option Plan shall take such actions or make such determinations as may be required under the First Kansas Stock Option Plan, subject to the approval of Acquiror, to effect the provisions of this Agreement; and
(v) each share of First Kansas Common Stock owned by Acquiror shall be cancelled.
(b) For the purposes of this Section 3.1, the "“Per Share Equity Adjustment"”, if any, shall be equal to (i) the total amount that the Adjusted Stockholders' ’ Equity (as calculated immediately prior to the Closing Date) is less than Thirteen Million Six Hundred Thousand Dollars ($13,600,000) divided by (ii) 1,040,324.
(c) For the purposes of this Section 3.1, the "“Per Share Remediation Cost"”, if any, shall be equal to (i) the total of the difference of the Remediation Cost, as defined in Section 6.10(b), minus One Hundred Thousand Dollars ($100,000) (which such difference can not be less than zero) divided by two (2), divided by (ii) 1,040,324. For example, if the Remediation Cost is determined by the parties to be Three Hundred Thousand Dollars ($300,000), the Per Share Remediation Cost will be equal to the following: ($300,000-$100,000)/2 = $0.10 --------------------- 1,040,324:
(d) After the Effective Time, no holder of First Kansas Common Stock that is issued and outstanding immediately prior to the Effective Time will have any rights in respect of such First Kansas Common Stock except to receive payment for such shares of First Kansas Common Stock in the manner provided herein or as provided in Section 17-6712 of the Kansas Code.
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