NEW BANK COMMON STOCK Sample Clauses

NEW BANK COMMON STOCK. On the Effective Date, the shares of New Bank Common Stock issued and outstanding immediately prior to the Effective Date shall be converted automatically and without any action on the part of the holders thereof into ______ shares of common stock of the Surviving Bank. The shares of common stock of the Surviving Bank into which such New Bank Common Stock are converted shall represent ownership of 100% of the issued and outstanding capital stock of the Surviving Bank, all of which shall be owned by NVBancorp.
Sample 1
AutoNDA by SimpleDocs
NEW BANK COMMON STOCK. Each issued and outstanding share of New Bank Common Stock on the Effective Date (other than the following shares of New Bank Common Stock which shall be cancelled, retired and cease to exist, and no exchange or payment shall be made with respect thereto: (i) Dissenting Shares (as defined in Section 1.7), if any, (ii) shares of New Bank Common Stock held as treasury stock of New Bank, and (iii) shares of New Bank Common Stock held directly or indirectly by TCF except for such shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), shall be converted into and exchangeable for the Merger Consideration. The aggregate number of shares of New Bank Common Stock entitled to receive the Merger Consideration is referred to as the "Outstanding New Bank Shares." The "Merger Consideration" shall consist of the amount of cash and/or shares of TCF Common Stock (valued at the Average TCF Stock Price (as defined below)) which, when combined, equals the value per share set forth in the chart below opposite the appropriate Average TCF Stock Price, as may be determined not later than the Effective Time pursuant to the provisions of this Section 1.3(a). Such amount shall be allocated among the holders of New Bank Common Stock in accordance with Section 1.4. The amount of Merger Consideration payable with respect to each share of New Bank Common Stock entitled to Merger Consideration is referred to as the "Merger Consideration Value Per Share." The "Merger Consideration Value Per Share" shall be determined as follows: -------------------------------------------------------------------------------- AVERAGE TCF STOCK PRICE MERGER CONSIDERATION VALUE PER SHARE -------------------------------------------------------------------------------- Greater than $54.00 $12.50 + 0.24643 x Average TCF Stock Price -------------------------------------------------------------------------------- Greater than $47.75 and less than $25.81 or equal to $54.00 -------------------------------------------------------------------------------- Greater than or equal to $43.75 $12.50 + 0.27869 x Average TCF Stock and less than or equal to $47.75 Price Greater than or equal to $37.50 $24.69 and less than $43.75 -------------------------------------------------------------------------------- Less than $37.50 $12.50 + 0.32514 x Average TCF Stock Price --------------------------------------------------------------------------------
Sample 1
NEW BANK COMMON STOCK. On the Effective Date, the shares of New Bank Common Stock issued and outstanding immediately prior to the Effective Date shall be converted automatically and without any action on the part of the holders thereof into 20,000 shares of common stock, par value $5.00 per share, of the Resulting Bank. The shares of common stock of the Resulting Bank into which such New Bank Common Stock are converted shall represent ownership of 100% of the issued and outstanding capital stock of the Resulting Bank, all of which shall be owned by NVBancorp.
Sample 1

Related to NEW BANK COMMON STOCK

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Parent Common Stock The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued in connection with the Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to preemptive rights of any sort.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Shares of Common Stock The Company shall have duly reserved the number of Debenture Shares required by this Agreement and the Transaction Documents to be reserved upon the conversion of the Debentures acquired by the Purchaser on the First Closing Date;

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

Time is Money Join Law Insider Premium to draft better contracts faster.