Examples of CBT Common Stock in a sentence
Upon the Effective Date, the stock transfer books of CB&T shall be closed and no transfer of CB&T Common Stock shall thereafter be made or recognized.
AANB shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and CB&T shall furnish all information concerning CB&T and the holders of CB&T Common Stock as may be reasonably requested in connection with any such action.
All of the issued and outstanding shares of Carolina First Capital Stock are, and all of the shares of Carolina First Common Stock to be issued in exchange for shares of CB&T Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and nonassessable under the NCBCA.
The Board of Directors of CBT determined that the Merger is fair to, and in the best interests of, CBT and its stockholders, approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, resolved to recommend adoption of this Agreement to the holders of CBT Common Stock, and directed that this Agreement be submitted to the holders of CBT Common Stock for their adoption.
The total cash consideration that will be paid in the Merger to the CBT shareholders in lieu of fractional shares of MBI Common Stock will not exceed one percent of the total consideration that will be issued in the transaction to the CBT shareholders in exchange for their shares of CBT Common Stock.
Assuming that the CBT Common Stock is a capital asset in the hands of the respective CBT shareholders, any gain or loss recognized as a result of the receipt of cash in lieu of a fractional share will be a capital gain or loss equal to the difference between the cash received and that portion of the holder's tax basis in the CBT Common Stock allocable to the fractional share.
To the extent that such amounts are properly withheld by BHLB or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the CBT Common Stock in respect of whom such deduction and withholding were made by BHLB or the Exchange Agent.
The Certificate or Certificates of CB&T Common Stock so delivered shall be duly endorsed as the Exchange Agent may require.
In the event of a transfer of ownership of shares of CB&T Common Stock represented by Certificates that are not registered in the transfer records of CB&T, the consideration provided in Section 3.1 may be issued to a transferee if the Certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid.
Immediately after the Effective Date, Citizens shall mail to each holder of record of CB&T Common Stock a form letter of transmittal and instructions, in the form of that set forth in Exhibit B, for use in effecting the surrender of the Certificates representing shares of CB&T Common Stock to be exchanged for a pro rata share of the Cash Consideration pursuant to this Plan of Share Exchange.