Examples of FBBI Common Stock in a sentence
Nothing herein shall prevent (i) any holder from exercising, after the Agreement Date and before the Effective Time, any FBBI Stock Option that is exercisable according to its terms, or (ii) FBBI from terminating any FBBI Stock Option prior to the Effective Time in exchange for a cash payment not exceeding that provided for in the immediately preceding sentence or issuance of FBBI Common Stock as provided in such terminated option.
Any shares of FBBI Common Stock issued upon such exercise or termination between the Agreement Date and the Effective Time shall be converted at the Effective Time into a right to receive the Merger Consideration in accordance with Section 1.4(b).
Purchaser shall also use its commercially reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Contemplated Transactions, and Company shall furnish all information concerning Company and the holders of FBBI Common Stock as may be reasonably requested in connection with any such action.
All of the shares of FBBI Common Stock, Series F Preferred Stock, and BC Bank Common Stock have been duly authorized and validly issued, are fully paid and nonassessable with no personal liability attaching to the ownership thereof, have been issued in full compliance with all federal and state securities laws and other Legal Requirements, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities.
FBBI shall give Purchaser (i) prompt notice of any notice or demand for appraisal or payment for shares of FBBI Common Stock received by FBBI and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demand or notices.
HBI is acquiring the shares of FBBI Common Stock for its own account and not with the view toward distribution within the meaning of Section 2(a)(11) of the Securities Act other than in compliance with all applicable Legal Requirements, including United States federal securities laws.
Each holder of Perfected Dissenting Shares who becomes entitled to payment for his or her FBBI Common Stock pursuant to the provisions of the FSA shall receive payment for such Perfected Dissenting Shares from Purchaser in accordance with the FSA.
Prior to the Effective Time, the board of directors of FBBI shall adopt any necessary resolutions to effectuate the provisions of this Section 1.5. Shares of FBBI Common Stock issued upon exercise or termination of FBBI Stock Options between the Agreement Date and the Effective Time shall be considered Exchangeable Shares based on Section 1.4(a) and Exchanged Shares based on Section 2.2(a).
For purposes of this Agreement, “Proposed Dissenting Shares” means shares of FBBI Common Stock whose holders provide notice of dissent to FBBI prior to the FBBI Shareholder Meeting and do not vote in favor of the Merger, in each case in accordance with §607.1321 of the FSA, and “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have properly taken all additional steps necessary to exercise their dissenters’ rights, if any, under the FSA.