Common use of Rights as Shareholders; Stock Transfers Clause in Contracts

Rights as Shareholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock in accordance with Sections 2.1(c) and 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Camden National Corp), Agreement and Plan of Merger (Merrill Merchants Bancshares Inc), Agreement and Plan of Merger (Beverly National Corp)

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Rights as Shareholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted as provided in accordance with Section 2.1(c)2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) Certificate previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as set forth in Section 2.03) in accordance with Sections 2.1(c) and 2.3this Article 2 (subject to the provisions of Section 2.06). At the Effective Time, the non-dissenting holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as provided under set forth exclusively in Section 2.03) in accordance with this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time2. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.)

Rights as Shareholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a "Certificate") previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration and and, if applicable, any cash in lieu of fractional shares of Buyer Common Stock in accordance with Sections 2.1(c) and Section 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective TimeII. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (Bancorp Rhode Island Inc)

Rights as Shareholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration and and, if applicable, any cash in lieu of fractional shares of Buyer Common Stock in accordance with Sections 2.1(c) and Section 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective TimeII. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 2 contracts

Samples: Employment Agreement (NBT Bancorp Inc), Employment Agreement (Alliance Financial Corp /Ny/)

Rights as Shareholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted as provided in accordance with Section 2.1(c)2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) Certificate or Book-Entry Share previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as set forth in Section 2.03) in accordance with Sections 2.1(c) and 2.3this Article 2 (subject to the provisions of Section 2.07). At the Effective Time, the non-dissenting holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as provided under set forth in Section 2.03) in accordance with this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time2. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Voting Agreement (Sunshine Bancorp, Inc.)

Rights as Shareholders; Stock Transfers. All shares of Company Common Stock, if and when converted as provided in Section 2.1(c2.01(b), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate on and after the Effective Time, holders of certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a the CertificateCertificates, it being understood that any reference herein to “Certificates” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously evidencing such shares shall thereafter represent only cease to have any rights as shareholders of the Company, except for the right to receive for each such share of Company Common Stock, the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock in accordance with Sections 2.1(c) and 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective TimeConsideration. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)

Rights as Shareholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted as provided in accordance with Section 2.1(c)2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) Certificate previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as set forth in Section 2.04) in accordance with Sections 2.1(c) and 2.3this Article 2 (subject to the provisions of Section 2.07). At the Effective Time, the non-dissenting holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as provided under set forth in Section 2.04) in accordance with this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time2. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.)

Rights as Shareholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted as provided in accordance with Section 2.1(c)2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) Certificate previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as set forth in Section 2.03) in accordance with Sections 2.1(c) and 2.3this Article 2 (subject to the provisions of Section 2.07). At the Effective Time, the non-dissenting holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as provided under set forth in Section 2.03) in accordance with this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time2. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)

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Rights as Shareholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted as provided in accordance with Section 2.1(c)2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) Certificate or Book-Entry Share previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as set forth in Section 2.03) in accordance with Sections 2.1(c) and 2.3this Article 2. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as provided under set forth in Section 2.03) in accordance with this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time2. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank of the Ozarks Inc)

Rights as Shareholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted as provided in Section 2.1(c)accordance with ‎‎Section 2.01(c) above, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) Certificate or Book-Entry Share previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as set forth in ‎‎Section 2.03) in accordance with Sections 2.1(c) and 2.3this ‎Article 2. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration (and any cash in lieu of fractional shares of Buyer Common Stock as provided under set forth in ‎‎Section 2.03) in accordance with this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time‎Article 2. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (C1 Financial, Inc.)

Rights as Shareholders; Stock Transfers. All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a "Certificate") previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration and any cash in lieu of fractional shares of Buyer Common Stock in accordance with Sections 2.1(c) and 2.3. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Common Stock as provided under this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective Time. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Danvers Bancorp, Inc.)

Rights as Shareholders; Stock Transfers. All At the Effective Time, all shares of Company Common Stock, when converted in accordance with Section 2.01, other than Dissenting Shares which have the rights as provided in Section 2.1(c)for under the FBCA, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) Certificate or Book-Entry Share previously evidencing such shares shall thereafter represent only the right to receive for each such share of Company Common Stock, the Merger Consideration and any cash in lieu of fractional shares of Buyer Purchaser Common Stock in accordance with Sections 2.1(c) and 2.3this Article II. At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company, other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Buyer Purchaser Common Stock as provided under this Article II and the right to receive any unpaid dividend with respect to the Company Common Stock with a record date occurring prior to the Effective TimeII. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock, other than transfers of Company Common Stock that have occurred prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)

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