Examples of MutualFirst Common Stock in a sentence
The MutualFirst Board (i) shall recommend approval of the issuance of MutualFirst Common Stock as contemplated by this Agreement by the MutualFirst shareholders, (ii) shall take all reasonable lawful action to solicit approval of the issuance of MutualFirst Common Stock as contemplated by this Agreement by the MutualFirst shareholders, and (iii) shall not withdraw, modify or qualify in any manner adverse to MFB such recommendation.
The Registration Statement is to be filed by MutualFirst with the SEC in connection with the issuance of MutualFirst Common Stock in the Merger (including a combined proxy statement and prospectus and other proxy solicitation materials of MutualFirst and MFB constituting a part thereof (the “Joint Proxy Statement-Prospectus”) and all related documents).
MutualFirst also agrees to use reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required for the issuance of MutualFirst Common Stock in the Merger.
In lieu of the issuance of any such fractional share, MutualFirst shall pay to each former holder of MFB Common Stock who otherwise would be entitled to receive a fractional share of MutualFirst Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) the Final MutualFirst Share Value.
MutualFirst agrees to take, in accordance with applicable law, the MutualFirst Articles and the MutualFirst By-Laws, all action necessary to convene an appropriate meeting of its shareholders (including any adjournment or postponement thereof, the “MutualFirst Meeting”) to consider and vote upon the approval of the issuance of the MutualFirst Common Stock as contemplated by this Agreement as promptly as practicable after the Registration Statement is declared effective.
At or prior to the Effective Time, MutualFirst shall deliver to the Exchange Agent the Aggregate Merger Consideration which shall consist of (i) certificates for MutualFirst Common Stock equal to the product of the Stock Conversion Number and the Exchange Ratio and (ii) the aggregate Cash Consideration equal to the product of twenty percent (20%) of the number of shares of MFB Common Stock outstanding immediately prior to the Effective Time and $41.00 (collectively, the “Exchange Fund”).
As of the date hereof, the authorized capital stock of MutualFirst consisted of (a) 20,000,000 shares of MutualFirst Common Stock, of which [4,226,638] shares were issued and outstanding, and no shares were held in treasury, and (b) 5,000,000 shares of preferred stock, $0.01 par value per share, of which none were issued and outstanding.
For purposes of determining any fractional share interest, all shares of MFB Common Stock owned by a MFB shareholder shall be combined so as to calculate the maximum number of whole shares of MutualFirst Common Stock issuable to such MFB shareholder.
MutualFirst agrees to use its best efforts to list, prior to the Effective Date, on the Nasdaq, subject to official notice of issuance, the shares of MutualFirst Common Stock to be issued in the Merger.
Holders of MFB Common Stock may elect to receive shares of MutualFirst Common Stock or cash (in either case without interest) in exchange for their shares of MFB Common Stock in accordance with the procedures set forth herein.