Examples of Centra Common Stock in a sentence
The foregoing is only a general description of certain material federal income tax consequences of the Merger for holders of Centra Common Stock who are citizens or residents of the United States and who hold their shares as capital assets, without regard to the particular facts and circumstances of the tax situation of each holder of the Centra Common Stock.
The receipt by a holder of Centra Common Stock of cash in lieu of a fractional share of Associated Common Stock will be treated as if he or she received such fractional share from Associated and then had it redeemed for cash.
It does not discuss all of the consequences that may be relevant to holders of the Centra Common Stock entitled to special treatment under the Code (such as insurance companies, financial institutions, dealers in securities, tax-exempt organizations or foreign persons).
At the effective time of the Merger, each outstanding share of Centra Common Stock will be converted into and exchanged for shares of Associated Common Stock, except for cash received by Centra shareholders in lieu of fractional shares of Associated Common Stock or received by Centra shareholders who dissent to the Merger, based on the Conversion Factor set forth in the Agreement.
The fair market value of the Associated Common Stock to be received by Company shareholders with respect to their Centra Common Stock will be, in each instance, approximately equal to the fair market value of the Centra Common Stock surrendered in exchange therefore.
No gain or loss will be recognized by a shareholder of Centra upon the exchange of Centra Common Stock solely for Associated Common Stock pursuant to the Merger, except with respect to cash received in lieu of fractional shares of Associated Common Stock.
The holding period of the Associated Common Stock received by a shareholder of Centra as a result of the Merger will include the holding period of the shares of Centra Common Stock surrendered in exchange therefor, provided that such Centra Common Stock surrendered therefor was held as a capital asset by the Centra shareholder at the consummation of the Merger.
As soon as practicable at or after the effective time of the Merger, the exchange agent will distribute Associated Common Stock and cash in lieu of fractional shares to holders of Centra Common Stock.
The aggregate tax basis of the Associated Common Stock received by a shareholder of Centra as a result of the Merger will be the same as the aggregate tax basis of the shares of Centra Common Stock surrendered in exchange therefor.
After the Effective Time, there shall be no transfers on the stock transfer books of Centra or the Surviving Corporation of shares of Centra Common Stock.