Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of Parent, Merger Sub or the Company:
Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof:
Effect of the Merger on Capital Stock. EXCHANGE OF CERTIFICATES
Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Acquirer, Merger Sub, or the Target Company or the holder of any capital stock of Acquirer, Merger Sub, or the Target Company:
Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party, any Person or any holder of any securities of any Person:
Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of SibCo, MergerCo or the Company or the holder of any capital stock of MergerCo or the Company:
Effect of the Merger on Capital Stock. Exchange of Certificates 8 4.1 Effect on Capital Stock 8 4.2 Exchange of Certificates 9 4.3 Treatment of Company Awards 12 4.4 Adjustments to Prevent Dilution 12 ARTICLE V Representations and Warranties of the Company 13 5.1 Approval and Fairness 13 5.2 Brokers and Finders 14 ARTICLE VI Representations and Warranties of the Mutual Group and Merger Sub 14 6.1 Organization, Good Standing and Qualification 14 6.2 Corporate Authority 14 6.3 Governmental Filings; No Violations; Certain Contracts 14 6.4 Litigation 15 6.5 Capitalization of Merger Sub 15 6.6 Information Supplied 16 6.7 Brokers and Finders 16 6.8 Financing Plan 16 ARTICLE VII Covenants 16 7.1 Interim Operations 16 7.2 Acquisition Proposals 16 7.3 Information Supplied 19 7.4 Stockholders Meeting 19 7.5 Filings; Other Actions; Notification 20 7.6 Certain Transactions Prior to or at Effective Time 22 7.7 Publicity 22 7.8 Expenses 22 7.9 Indemnification; Directors’ and Officers’ Insurance 22 7.10 Other Actions by the Company 24 7.11 The Mutual Group Vote 25 7.12 Continuation of the Special Committee 25 ARTICLE VIII Conditions 26 8.1 Conditions to Each Party’s Obligation to Effect the Merger 26 8.2 Conditions to Obligations of the Mutual Group and Merger Sub 26 8.3 Conditions to Obligation of the Company 27 ARTICLE IX Termination 27 9.1 Termination by Mutual Consent 27 9.2 Termination by Either the Mutual Group or the Company 27 9.3 Termination by the Company 28 9.4 Termination by the Mutual Group 28 9.5 Effect of Termination and Abandonment 28 ARTICLE X Miscellaneous and General 28 10.1 Survival 28 10.2 Modification or Amendment 29 10.3 Waiver of Conditions 29 10.4 Counterparts 29 10.5 Governing Law and Venue; Waiver of Jury Trial; Specific Performance 29 10.6 Notices 30 10.7 Entire Agreement 31 10.8 No Third-Party Beneficiaries 32 10.9 Obligations of the Mutual Group and of the Company 32 10.10 Severability 32 10.11 Assignment 32 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of November 4, 2007, among Alfa Corporation, a Delaware corporation (the “Company”), Alfa Mutual Insurance Company, an Alabama corporation (“AMI”), Alfa Mutual Fire Insurance Company, an Alabama corporation (“AMF”) (AMI and AMF are together, the “Mutual Group”), and Alfa Delaware Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
Effect of the Merger on Capital Stock. Exchange of Certificates ---------------------------------------------------------------
Effect of the Merger on Capital Stock. EXCHANGE OF CERTIFICATES 8 Section 3.1 Effect of the Merger on Securities 8 Section 3.2 Exchange of Certificates 9 Section 3.3 Stock Options and Restricted Stock 10 Section 3.4 Lost Certificates 11 Section 3.5 Dissenting Shares 11 Section 3.6 Transfers; No Further Ownership Rights 11 Section 3.7 Withholding Rights 12
Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any party or the holder of any shares of common stock of the Company, par value $0.001 per share (the “Company Common Stock”), or capital stock of Merger Sub, the following shall occur:
