The Reverse Stock Split. (a) Subject to the conditions set forth in Section 11.01, promptly following the Call Closing, and subject to receipt of the requisite stockholder approval, the Company shall combine its outstanding shares of Common Stock into a lesser number of shares (the “Reverse Stock Split”) and shall file with the Secretary of State of the State of Delaware (the time of such filing, the “Effective Time”) an amended and restated Certificate of Incorporation of the Company (the “Restated Certificate of Incorporation”), in the form attached hereto as Exhibit S, whereby, without any further action on the part of the Company, CIG or any stockholder of the Company:
The Reverse Stock Split. The Company has undergone an ------------------------ 850:1 reverse stock split.
The Reverse Stock Split. If, after our offer expires, we still maintain a total number of record holders exceeding 300, then we will not be eligible for deregistration under the Exchange Act. If this is the case, then we would initiate a reverse stock split of our outstanding common stock in a manner and in an amount that would reduce our record holders to fewer than 300. Upon the completion of the reverse stock split, stockholders holding fractional shares will receive a payment equal to the fair market value of each share of common stock. The fair value of each share of common stock will be determined by the Board of Directors, with the assistance of Capital Resources, the Company's investment advisor. Upon completion of the reverse stock split, stockholders owning only fractional shares will have no further interest in Wells Financial, and will xxxome entitled only to a cash payment for their fractional shares. If stockholders are cashed out as a result of a reverse stock split, they will receive the same price per share determined pursuant to our offer. If we initiate a reverse stock split, we may immediately thereafter initiate a forward stock split in order to increase the number of issued and outstanding shares of our common stock to pre-reverse stock split levels, less any fractional shares that are cashed-out in the reverse stock split. The reverse stock split will provide stockholders who end up owning only fractional shares of our common stock with a cost-effective way to cash out their investment because Wells Financial will pay xxx transaction costs in connection with the reverse stock split. Otherwise, stockholders with small holdings would likely incur brokerage fees which would be disproportionately high relative to the market value of their shares if they wanted to sell their shares. The reverse stock split will eliminate this problem for stockholders with small holdings who end up owning fractional shares as a result. The reverse stock split does not require stockholder consent under Minnesota law. Under state escheat law, any payment for fractional interest not claimed by a stockholders entitled to such payment may be claimed by various states. Additionally, Minnesota law does not provide dissenters' or appraisal rights as the result of a reverse stock split. Additionally, Minnesota law does not require stockholder approval or dissenters' rights for a forward stock split.
The Reverse Stock Split. In accordance with the resolutions duly adopted by the Company’s Board of Directors and an action of the holders of a majority of the outstanding voting rights of the Company’s capital stock together with the customary filings that the Company completed with the Financial Industry Regulatory Authority (FINRA), September 7, 2012 was designated as the Record Date for the one for 100 reverse stock split (the “Reverse Stock Split”). Under the terms of the Reverse Stock Split, each holder of the Company’s Common Stock received one new share of the Company’s Common Stock for every 100 shares of the Company’s Common Stock held as of the Record Date, with any fractional share amounts rounded up to the next whole share.
