The Conversion. Contemporaneous with the adoption of this Agreement, the Board of Directors of Somerset Bank is adopting a Plan of Conversion for Somerset Bank to convert to the capital stock form of organization. SR Bancorp is being organized to act as the holding company for Somerset Bank, and to offer for sale shares of common stock to Depositors in the Conversion, based on the Independent Valuation. The price per share of the shares of SR Bancorp Common Stock to be issued in the Conversion is referred to as the “Conversion Price Per Share,” which is expected to be $10.00. The shares of SR Bancorp Common Stock to be issued in connection with the Merger will be from authorized but unissued shares of SR Bancorp Common Stock, which shares shall be issued immediately following completion of the Conversion. In addition, it is contemplated that Somerset Bank will convert its charter to that of a New Jersey commercial bank, to be effective immediately upon the completion of the Conversion (the “Charter Conversion”).
The Conversion. On the Closing Date, immediately following the Effective Time and as part of a plan that includes the Merger, on the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA: (i) the Conversion shall be effected pursuant to which the Surviving Entity shall be converted to a limited liability company by (x) the approval of the Conversion and the initial limited liability company agreement of WWE LLC (the “Initial WWE LLC Operating Agreement”) by the board of directors of WWE and New PubCo, in its capacity as the sole stockholder of WWE immediately following the Effective Time (the “New PubCo Stockholders Consent”) and (y) the simultaneous filing of a Certificate of Formation and a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA, (ii) WWE LLC shall thereupon be governed by the Initial WWE LLC Operating Agreement (which shall provide, among other things, that as of immediately following the effectiveness of the Conversion (the “Conversion Effective Time”), (x) New PubCo shall be the sole managing member of WWE LLC and (y) the officers of the Surviving Entity as of immediately prior to the Conversion Effective Time shall remain the officers of WWE LLC until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal) until the Initial WWE LLC Operating Agreement is thereafter amended in accordance with its terms and (iii) the issued and outstanding capital stock of the Surviving Entity shall be converted into a number of membership interests in New PubCo LLC equal to the number of WWE Shares outstanding immediately following the Effective Time.
The Conversion. The Conversion will take place immediately after the Merger Effective Time. Subject to the terms and conditions of this Agreement, at the Conversion Effective Time (as defined in Section 2.2 below), Pantheon Arizona shall convert to Pantheon Cayman in accordance with this Agreement and shall thereupon continue its existence, without interruption, in the organizational form of a Cayman Islands exempted company rather than an Arizona corporation. The Conversion shall have the effects specified in the relevant sections of the ARS and the Cayman Companies Law. The Conversion and the Share Exchange are part of the same integrated transaction, such that neither the Conversion nor the Share Exchange shall occur without the other.
The Conversion. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall cause to be filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of Express in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at the time of the filing of the Certificate of Conversion (and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”), which Conversion Effective Time shall occur immediately following the effectiveness of the Registration Statement (i.e., within ninety minutes following the effectiveness of the Registration Statement and, in any event, no later than the sale to the underwriters of the Initial Public Offering of any securities registered under the Registration Statement). References to the Company from and after the Conversion Effective Time shall mean Express.
The Conversion. Commencing promptly after the date of this Agreement, SR Bancorp and Somerset Bank will take all reasonable steps necessary to effect the Conversion. In addition, without limiting the generality of the foregoing, Somerset Bank and Regal Bancorp shall cause the following to be done:
The Conversion. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the LLC Act and the Corporation Law, at the Effective Time (as defined below), the Fund shall convert into the Corporation. As a result of the Conversion, the separate corporate existence of the Fund shall cease and the Corporation shall continue as the surviving corporation after the Conversion (the “Surviving Corporation”).
The Conversion. Concurrently with the approval of this Agreement by the Board of Directors of NHSB, the Board of Directors of NHSB shall adopt the Plan and shall recommend approval of the Plan to the Corporators of NHSB pursuant to which, subject to the receipt of all necessary approvals (including the approval of the Corporators), NHSB shall take all steps reasonably necessary to convert from a mutual savings bank to a capital stock savings bank as part of a transaction in which a holding company is organized to acquire upon issuance all of the capital stock of the converted bank (the “Conversion”). NHSB may amend the Plan at any time, pursuant to comments from regulatory authorities or otherwise, unless in so doing the amendment would have any of the effects prohibited in Section 2.9(i) – (iv) above; provided, however, that if the Plan is being amended and Alliance has elected to convert the Merger Consideration to the right to receive only cash as contemplated in Section 11.4(b) hereof, then the amendments to the Plan may have the effects set forth in clauses (i) and (iv) of Section 2.9 above. NHSB will use its reasonable best efforts in good faith to complete all actions required under this Section 2.10, including approval of the Corporators, by January 31, 2004.
The Conversion. Prior to the Effective Time, the Insurance Company will exercise its Best Efforts to effect the Conversion in accordance with the Plan of Conversion.
The Conversion. Subject to the terms and conditions set forth herein, NPI shall be converted into New NPI (the “Conversion”), with New NPI as the surviving entity (the “First Surviving Entity”). As soon as practicable after all of the conditions to the Conversion set forth herein have been satisfied, NPI and New NPI shall (i) execute a certificate of conversion and cause such certificate to be filed with the Secretary of State of the State of California and (ii) execute a certificate of conversion and cause such certificate to be filed with the Secretary of State of the State of Delaware. The Conversion shall become effective upon the filing of such certificates (the “First Effective Time”). At the First Effective Time, the Conversion shall have the effect provided by applicable law and this Agreement, including, but not limited to, the following consequences:
The Conversion. The Conversion may be effected in the manner set forth herein or in any manner approved by the OTS that is consistent with the purposes of this Plan and applicable law and regulations. This Plan is subject to the approval of the OTS and must be adopted by (1) at least a majority of the total number of votes eligible to be cast by Voting Depositors at the Special Meeting; (2) holders of at least a majority of the outstanding Bank Common Stock, other than the MHC, at the Stockholders’ Meeting; and (3) the MHC in its capacity as the majority stockholder of the Bank. It is currently anticipated that the Conversion will be effected in accordance with the following procedures: