FNB Certificate definition
Examples of FNB Certificate in a sentence
At the Effective Time, and without any action by ACB, FNB or any FNB shareholder, FNB’s stock transfer books shall be closed and there shall be no further transfers of FNB Stock on its stock transfer books or the registration of any transfer of a FNB Certificate by any holder thereof, and the holders of FNB Certificates shall cease to be, and shall have no further rights as, shareholders of FNB other than as provided in this Agreement.
However, upon the proper surrender of the shareholder’s FNB Certificate, ACB shall pay to the shareholder the amount of any such cash dividends or other distributions, without interest, that have accrued but remain unpaid with respect to that ACB Stock.
For purposes of calculating fractional shares, a holder of FNB Common Stock with more than one FNB Certificate shall receive cash only for the fractional share remaining after aggregating all of its, his or her FNB Common Stock to be exchanged.
Each FNB shareholder's certificate or certificates previously representing shares of FNB Common Stock (each a "FNB Certificate") shall be aggregated (if a single stockholder holds more than one FNB Certificate) and exchanged for a certificate representing whole shares of CFB Common Stock and cash in lieu of any fractional share issued in consideration therefor upon the surrender of such FNB Certificates in accordance with Section 2.2, without any interest thereon.
In the event of a transfer of ownership of FNB Common Stock which is not registered in the transfer records of FNB, a CFB Certificate representing the proper number of shares of CFB Common Stock, together with a check for the cash to be paid in lieu of a fractional share, may be issued to such a transferee if the FNB Certificate representing such FNB Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer.
No dividends or other distributions declared or made with respect to shares of Orrstown Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered FNB Certificate with respect to the shares of Orrstown Common Stock that such FNB Certificate holder would be entitled to receive upon surrender of such FNB Certificate until such holder shall surrender such FNB Certificate in accordance with Section 1.03(f)(iii).