Treatment of Common Stock. The treatment of the shares of common stock of each of Midland and Centrue shall be as follows:
Treatment of Common Stock. (i) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted Shares) and all rights in respect thereof, shall, by virtue of the Merger, be converted into the right to receive $36.50 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Certificate or Book-Entry Shares that immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
Treatment of Common Stock. At the Effective Time, each share of common stock, ($0.00) par value per share, of Seller (the “Common Stock or Seller Stock”) issued and outstanding immediately prior to the Effective Time, other than shares of Dissenting Shareholders, if any, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount equal to the Merger Consideration (as hereinafter defined and adjusted) divided by the Aggregate Number of Fully Diluted Shares (as hereinafter defined) immediately prior to the Effective Time (“Per Share Consideration”). Such shares of Seller Stock shall no longer be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Consideration, without interest. For purposes of the foregoing, the “Aggregate Number of Fully Diluted Shares” shall be equal to 14,499,700.
Treatment of Common Stock. SECTION 3.01.
Treatment of Common Stock. 14 SECTION 3.02.
Treatment of Common Stock. At the Effective Time: -------------------------
Treatment of Common Stock. The treatment of the shares of common stock of each of Busey and First Community shall be as follows:
Treatment of Common Stock. (a) Subject to paragraph (b) of this Section 2.1, at the Effective Time, without any action on the part of any holder thereof (but subject to Sections 2.4, 2.5 and 2.6 of this Agreement), (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall forthwith cease to exist and (other than those shares held in the treasury of the Company, by Parent or by any of their respective Subsidiaries (collectively, the "Parent Merger Excluded Shares")) shall be converted into a right to receive one validly issued, fully paid and nonassessable share of Parent Common Stock (the "Exchange Ratio") and (ii) each issued and/or outstanding share of Parent Common Stock shall remain issued and/or outstanding, as applicable, as one share of Parent Common Stock. Subject to paragraph (b) of this Section 2.1 and except as otherwise provided herein, each certificate (a "Company Certificate") that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Parent Merger Excluded Shares) shall evidence the right to receive Parent Common Stock on the basis set forth in this paragraph (a) (subject to Sections 2.4, 2.5 and 2.6 of this Agreement).
Treatment of Common Stock. As of the Effective Time, by operation of Law and by virtue of the Merger and without any action on the part of any Company Stockholder, Parent, Merger Sub, the Company or the Company Stockholders’ Representative, each issued and outstanding share of Common Stock (other than any Dissenting Shares and any Cancelled Shares) shall be converted into the following (the “Common Stock Merger Consideration”): (i) the right to receive an amount in cash equal to the Common Stock Per Share Value, and (ii) subject to Section 3.7 hereof, the right to receive an amount in cash (in accordance with the Allocation Statement) equal to the Common Stock Per Share Escrow Value, if any, in each case, subject to the terms hereof.
Treatment of Common Stock. (a) Subject to paragraph (b) of this Section 2.1, at the Effective Time, without any action on the part of any holder thereof (but subject to Sections 2.4, 2.5 and 2.6 of this Agreement), (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall forthwith cease to exist and (other than those shares held in the treasury of the Company, by Parent or by any of their respective Subsidiaries (collectively, the "Parent Merger Excluded Shares")) shall be converted into a right to receive one validly issued, fully paid and nonassessable share of Parent Common Stock (the "Exchange Ratio") and (ii) each issued and/or outstanding share of Parent Common Stock shall remain issued and/or outstanding, as applicable, as one share of Parent Common Stock. Subject to paragraph (b) of this Section 2.1 and except as otherwise provided herein, each certificate (a "Company Certificate") that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Parent Merger Excluded Shares) shall evidence the right to receive Parent Common Stock on the basis set forth in this paragraph (a) (subject to Sections 2.4, 2.5 and 2.6 of this Agreement). (b) Notwithstanding paragraph (a) of this Section 2.1, in the event the Alternative Merger is being consummated, at the Effective Time, without any action on the part of any holder thereof (but subject to Sections 2.4, 2.5 and 2.6 of this Agreement), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall forthwith cease to exist and (other than those shares held in the treasury of the Company, by Parent or by any of their A-10 12 respective Subsidiaries (collectively, the "Alternative Merger Excluded Shares")) shall be converted into the right to receive: (1) that fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (including any associated fractional preferred stock purchase right) that is equal to the Common Conversion Number and (2) that fraction of a validly issued, fully paid and nonassessable Depositary Share that is equal to the Depositary Share Conversion Number (each as defined below). For purposes of this Agreement: "Common Conversion Number" means the result obtained by dividing (x) (i) the maximum number of shares of Parent Common Stock that may be issued by Parent as of the...
