Common use of Per Share Consideration Clause in Contracts

Per Share Consideration. Subject to the provisions of this Article I, at the Effective Time each outstanding share of United Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by United, FNB or any of their subsidiaries and for Dissenting Shares) shall cease to represent any interest (equity, shareholder or otherwise) in United and shall automatically be converted exclusively into the right to receive, at the election of the holder thereof, either: (A) $14.25 in cash, without interest; (B) 0.6828 shares (the “Exchange Ratio”) of FNB Stock; or (C) 35% of the cash amount set forth in clause (A) above and a number of shares of FNB Stock equal to 65% of the Exchange Ratio; provided, however, that a holder of United Stock may, pursuant to Section 1.6, make no election, in which case such shares of United Stock held by such holder shall be converted exclusively into the right to receive the consideration set forth in Section 1.6(e) below with respect to Non-Election Shares (as defined in Section 1.6(b)). The amount of cash into which shares of United Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of United Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of United Stock, other than Dissenting Shares (as defined in Section 1.9), shall be deemed to be outstanding or have any rights other than those set forth in this Section 1.5(a) after the Effective Time. The Exchange Ratio is subject to possible adjustment in accordance with Section 1.5(c) below.

Per Share Consideration. Subject to the provisions of this Article I, at the Effective Time each outstanding share of United Community Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by UnitedCommunity, FNB UCB or any of their subsidiaries and for Dissenting Shares) shall cease to represent any interest (equity, shareholder or otherwise) in United Community and shall automatically be converted exclusively into the right to receive, at the election of the holder thereof, either: (A) $14.25 21.00 in cash, without interest; (B) 0.6828 shares a number (the “"Exchange Ratio”") of FNB Stockshares of UCB Stock as determined pursuant to Section 1.5(b) below; or (C) 3530% of the cash amount set forth in clause (A) above and a number of shares of FNB UCB Stock equal to 6570% of the Exchange Ratio; provided, provided however, that a holder of United Community Stock may, pursuant to Section 1.6, make no election, in which case such shares share of United Community Stock held by such holder shall be converted exclusively into the right to receive the consideration set forth in Section 1.6(e) below with respect to Non-Election Shares (as defined in Section 1.6(b)). The amount of cash into which shares of United Community Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “"Cash Consideration,” " and the number of shares of FNB UCB Stock into which shares of United Community Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “"Stock Consideration.” " The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “"Merger Consideration.” " No share of United Community Stock, other than Dissenting Shares (as defined in Section 1.9), shall be deemed to be outstanding or have any rights other than those set forth in this Section 1.5(a) after the Effective Time. The Exchange Ratio is subject to possible adjustment in accordance with Section 1.5(c) below.

Per Share Consideration. Subject to the provisions of this Article ----------------------- I, at the Effective Time each outstanding share of United Rowan Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by UnitedRowan, FNB or any of their subsidiaries and for Dissenting Shares) shall cease to represent any interest (equity, shareholder or otherwise) in United Rowan and shall automatically be converted exclusively into the right to receive, at the election of the holder thereof, either: (A) $14.25 36.00 in cash, without interest; (B) 0.6828 2.3715 shares (the “"Exchange Ratio”") of FNB Stock; or (C) 3555% of the cash amount set forth in clause (A) above and a number of shares of FNB Stock equal to 6545% of the Exchange Ratio; provided, however, that a holder of United Rowan Stock may, pursuant to Section 1.6, make no election, in which case such shares of United Rowan Stock held by such holder shall be converted exclusively into the right to receive the consideration set forth in Section 1.6(e) below with respect to Non-Election Shares (as defined in Section 1.6(b)). The amount of cash into which shares of United Rowan Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “"Cash Consideration,” " and the number of shares of FNB Stock into which shares of United Rowan Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “"Stock Consideration.” " The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “"Merger Consideration.” " No share of United Rowan Stock, other than Dissenting Shares (as defined in Section 1.9), shall be deemed to be outstanding or have any rights other than those set forth in this Section 1.5(a) after the Effective Time. The Exchange Ratio is subject to possible adjustment in accordance with Section 1.5(c) below.

Per Share Consideration. Subject to the provisions of this Article I, at the Effective Time each outstanding share of United Centennial Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by UnitedCentennial, FNB Crescent, or any of their subsidiaries Crescent Financial and for Dissenting Shares) shall cease to represent any interest (equity, shareholder or otherwise) in United Centennial and shall automatically be converted exclusively into the right to receive, at the election of the holder thereof, either: (A) cash in the amount of $14.25 in cash10.11 (the "Per Share Amount"), without interest; (B) 0.6828 shares the Exchange Ratio (the “Exchange Ratio”as defined in Section 1.5(b) below) of FNB shares of Crescent Financial Stock; or (C) 3550% of the cash amount set forth in clause (A) above and a number of shares of FNB Crescent Financial Stock equal to 6550% of the Exchange Ratio; provided, provided however, that a holder of United Centennial Stock may, pursuant to Section 1.6, make no election, in which case such shares share of United Centennial Stock held by such holder shall be converted exclusively into the right to receive the consideration set forth in Section 1.6(e) below with respect to Non-Election Shares (as defined in Section 1.6(b)). The amount of cash into which shares of United Centennial Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “"Cash Consideration,” " and the number of shares of FNB Crescent Financial Stock into which shares of United Centennial Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “"Stock Consideration.” " The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “"Merger Consideration.” " No share of United Centennial Stock, other than Dissenting Shares (as defined in Section 1.9), shall be deemed to be outstanding or have any rights other than those set forth in this Section 1.5(a) after the Effective Time. The Exchange Ratio is subject to possible adjustment in accordance with Section 1.5(c) below.