Cancellation of SNB Stock Sample Clauses

Cancellation of SNB Stock. At the Effective Time, all outstanding shares of SNB Stock shall be cancelled, and no cash or other consideration shall be issued in exchange for or with respect to those shares. (c) Exchange and Payment Procedures; Surrender of Certificates. (i) Prior to the Effective Time, FCB shall designate an agent reasonably acceptable to SFC to act as agent for the holders of the SFC Stock in connection with the Merger (the “Paying Agent”) to receive in trust, the aggregate consideration to which holders of SFC Stock shall become entitled pursuant to Paragraph 2.04(a) (the “Merger Consideration”). SFC and SNB agree that FCB’s own trust department, or the corporate trust department of First-Citizens Bank & Trust Company, Raleigh, North Carolina, each shall be acceptable to them as FCB’s Paying Agent. (ii) At the Effective Time, FCB shall deposit the Merger Consideration with the Paying Agent. The Merger Consideration shall be held in trust for the benefit of the holders of SFC Stock and such cash shall not be used for any other purposes; provided that FCB may direct the Paying Agent to invest such cash, provided that such investments (A) shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Standard & Poor’s Corporation, or in certificates of deposit of domestic commercial banks with capital exceeding $250,000,000 (collectively, the “Permitted Investments”) or in money market funds which are invested solely in Permitted Investments, and (B) shall have maturities that will not prevent or delay payments to be made pursuant to Paragraph 2.04(a) and this Paragraph 2.04(c). If for any reason (including losses) the funds held by the Paying Agent are inadequate to pay the amounts to which the holders of SFC Stock shall be entitled under Paragraph 2.04(a), Bancorp and FCB shall be liable for the payment thereof. (iii) As promptly as practicable after the Effective Time, FCB and Bancorp shall cause to be mailed to each record holder, as of the Effective Time, whose shares of SFC Stock were converted pursuant to Paragraph 2.04(a) into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a SFC Certificate shall pass, only upon proper delivery of the SFC Certificate to the Paying Agent and shall be in such form and have such other provisions as FCB may reasonably specify) and instructions for e...
Sample 1
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Cancellation of SNB Stock. At the Effective Time, all outstanding shares of SNB Stock shall be cancelled, and no cash or other consideration shall be issued in exchange for or with respect to those shares.
Sample 1

Related to Cancellation of SNB Stock

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Cancellation of Treasury Shares Each share of Company Common Stock held in the Company treasury and each share of Company Common Stock, if any, owned by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • Cancellation of Surrendered Warrants All Warrant Certificates surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

  • Cancellation of Treasury Stock Each share of Company Common Stock and all other shares of capital stock of the Company that are owned by the Company shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

  • Cancellation of Warrants In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon be cancelled and retired. The warrant agent (if so appointed) shall cancel any Warrant surrendered for exchange, substitution, transfer or exercise in whole or in part.

  • Conversion or Cancellation of Shares At the Effective Time, by virtue of the Merger and without any action on the part of any shareholder:

  • Cancellation of Company Common Stock Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any wholly owned Company Subsidiary, by Parent or by any Parent Subsidiary shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment shall be made with respect thereto.

  • Cancellation of Warrant This Warrant shall be canceled upon its exercise and, if this Warrant is exercised in part, the Company shall, at the time that it delivers Warrant Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant, and deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new warrant at any time following the time at which this Warrant is exercised, regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate therefor.

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