Examples of SouthCrest Common Stock in a sentence
None of the outstanding shares of SouthCrest Common Stock has been, and none of the shares of SouthCrest Common Stock to be issued in exchange for shares of Maplesville Common Stock upon consummation of the Merger will be, issued in violation of any preemptive rights of the current or past shareholders of SouthCrest.
To the extent required by Section 3.5 of this Agreement, each holder of shares of Maplesville Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of SouthCrest Common Stock to which such holder may be otherwise entitled (without interest).
As of the date hereof, there were 3,581,193 shares of SouthCrest Common Stock issued and outstanding.
Notwithstanding any other provision of this Agreement, each holder of shares of Maplesville Stock exchanged pursuant to the Merger, who would otherwise have been entitled to receive a fraction of a share of SouthCrest Common Stock (after taking into account all certificates delivered by such holder), shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of SouthCrest Common Stock multiplied by $22.75.
To the extent permitted by Law, former shareholders of record of Maplesville shall be entitled to vote after the Effective Time at any meeting of SouthCrest shareholders the number of whole shares of SouthCrest Common Stock into which their respective shares of Maplesville Stock are converted, regardless of whether such holders have exchanged their certificates representing Maplesville Stock for certificates representing SouthCrest Common Stock in accordance with the provisions of this Agreement.
All of the issued and outstanding shares of SouthCrest Common Stock are, and all of the shares of SouthCrest Common Stock to be issued in exchange for shares of Maplesville Common Stock upon consummation of the Merger, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and are fully paid and nonassessable under the GBCC.
SouthCrest shall take any action required to be taken under the applicable state Blue Sky or securities laws in connection with the resale of the shares of SouthCrest Common Stock upon consummation of the Merger.
However, upon surrender of such Maplesville Stock certificate in exchange for SouthCrest Common Stock, both the SouthCrest Common Stock certificate (together with all such undelivered dividends or other distributions without interest) and any undelivered cash payments to be paid for fractional share interests (without interest) shall be delivered and paid with respect to each share represented by such certificate.
In the event SouthCrest changes the number of shares of SouthCrest Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend or similar recapitalization with respect to such stock and the record date therefor (in the case of a stock dividend) or the effective date therefor (in the case of a stock split or similar recapitalization) shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted.
SouthCrest is eligible to register the shares of SouthCrest Common Stock to be issued as Merger Consideration for resale by the Maplesville shareholders on Form S-3 pursuant to the rules and regulations of the SEC.