Stock of the Bank. At the Effective Time, each share of common stock of the Bank issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be deemed to be exchanged for and converted into one share of fully paid and nonassessable common stock of the Holding Company, in accordance with the provisions of Section 2.3 hereto (the "Exchange").
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (San Joaquin Bancorp), Agreement and Plan of Reorganization (San Joaquin Bancorp)
Stock of the Bank. At On the Effective TimeDate, each share of common stock of the Bank issued and outstanding immediately prior to the Effective Time Date shall, by virtue of the Mergermerger described herein, be deemed to be exchanged for and converted into one share of fully paid and nonassessable common stock of the Holding Company, in accordance with the provisions of Section 2.3 hereto (the "Exchange")Paragraph 2.4 hereof.
Appears in 2 contracts
Samples: Plan of Reorganization and Merger Agreement (Coast Bancorp), Merger Agreement (Tehama Bancorp)
Stock of the Bank. At the Effective Time, each share of common stock ----------------- of the Bank that is issued and outstanding immediately prior to the Effective Time thereto shall, by virtue of the MergerMerger described herein, and without any action on the part of each holder thereof, be deemed to be converted and exchanged for and converted into one share of fully paid and nonassessable non- assessable share of common stock of the Holding Company, in accordance with the provisions of Section 2.3 hereto (the "Exchange")hereof.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (Pacific Mercantile Bancorp)
Stock of the Bank. At On the Effective TimeDate, each share of common stock ----------------- of the Bank issued and outstanding immediately prior to the Effective Time thereto shall, by virtue of the MergerMerger described herein, be deemed to and without any action on the part of the holder thereof, be exchanged for and converted into one share of fully paid and nonassessable common stock of the Holding Companyconverted, in accordance with the provisions of Section 2.3 hereto 2.4 below, into one (1) share of common stock of the "Exchange")Holding Company that is fully paid and non-assessable.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (Pacific Mercantile Bancorp)
Stock of the Bank. At the Effective TimeDate, each share of common stock of the Bank issued and outstanding immediately prior to the Effective Time Date shall, by virtue of the Merger, be deemed to be exchanged for and converted into one share of fully paid and nonassessable common stock of the Holding Company, in accordance with the provisions of Section 2.3 hereto (the "Exchange")3.3 hereto.
Appears in 1 contract
