Examples of CVBK Common Stock in a sentence
CFFI and CVBK have entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which CVBK will be merged with and into CFFI, and each share of CVBK Common Stock will be exchanged for cash in accordance with the terms of the Merger Agreement.
No consideration shall be paid hereunder in respect of shares of CVBK Common Stock subject to CVBK Options which have an exercise price equal to or greater than the per share Merger Consideration or in respect of shares of CVBK Common Stock subject to CVBK Options that are not vested immediately prior to the Effective Time.
At the Effective Time, the stock transfer books of CVBK shall be closed as to holders of record of CVBK Common Stock immediately prior to the Effective Time and no transfer of CVBK Common Stock by any such holder of record shall thereafter be made or recognized.
As of the date of this Agreement, CVBK has (i) 3,916 shares of CVBK Common Stock that are issuable and reserved for issuance upon the exercise of CVBK Options, all of which are vested, and (ii) 263,542 shares of CVBK Common Stock that are issuable and reserved for issuance upon the exercise of Treasury Warrants.
Neither CFFI nor any CFFI Entity owns or beneficially owns any shares of CVBK Common Stock other than as set forth in the CFFI Disclosure Memorandum.
The parties hereto acknowledge and agree that this Agreement does not constitute an agreement or understanding of the Shareholder in his/her capacity as a director or officer of CVBK or Central Virginia Bank, but only in his/her capacity as a holder of shares of CVBK Common Stock or of CVBK Options.
No later than ten Business Days prior to the Closing Date, CVBK shall deliver to the Exchange Agent a preliminary list of all holders of record of CVBK Common Stock entitled to receive the Merger Consideration, in an electronic format compatible with the Exchange Agent’s systems.
The parties hereto acknowledge and agree that this Agreement shall not confer upon Buyer any right or ability to acquire the shares of CVBK Common Stock other than in connection with the Merger.
Until surrendered for exchange in accordance with the provisions of Section 4.1, each CVBK Certificate representing CVBK Common Stock, and each share of CVBK Common Stock not represented by a CVBK Certificate, shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration provided in Section 3.1 in exchange therefor.
CVBK shall have received the opinion of Xxxxxxxxx & Company LLC (and provided a copy of such opinion to CFFI) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of CVBK Common Stock, and such opinion has not been withdrawn, revoked or modified.