Examples of WGNB Common Stock in a sentence
As a result of the registration of the WGNB Common Stock pursuant to the Registration Statement, such stock shall be freely tradable by the shareholders of First Xxxxxxxx except to the extent that the transfer of any shares of WGNB Common Stock received by shareholders of First Xxxxxxxx is subject to the provisions of Rule 145 under the Securities Act or restricted under applicable Tax rules.
Each Party shall have received a written opinion of counsel from Xxxxxxxx Xxxxxxx LLP, in form reasonably satisfactory to such Parties, to the effect that (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and (ii) the exchange in the Merger of First Xxxxxxxx Common Stock for WGNB Common Stock will not give rise to gain or loss to the shareholders of First Xxxxxxxx with respect to such exchange (except to the extent of any cash received).
The Letter of Transmittal will contain instructions with respect to the surrender of Old Certificates and the distribution of cash and certificates representing WGNB Common Stock, which cash and certificates shall be deposited with the Exchange Agent by WGNB as of the Effective Time.
This Affiliate and Support Agreement represents an agreement between the undersigned and WGNB regarding certain rights and obligations of the undersigned in connection with the shares of First Xxxxxxxx Common Stock held by the undersigned and WGNB Common Stock to be received by the undersigned as a result of the Merger.
All of the issued and outstanding shares of WGNB Common Stock are, and all of the shares of WGNB Common Stock to be issued in exchange for shares of First Xxxxxxxx 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 fully paid and nonassessable under the GBCC.
The undersigned has carefully read the Agreement and this Affiliate Agreement and discussed their requirements and impact upon his or her ability to sell, transfer or otherwise dispose of the shares of WGNB Common Stock received by the undersigned in connection with the Merger, to the extent he or she believes necessary, with his or her counsel or counsel for First Xxxxxxxx.
WGNB shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable, to qualify the WGNB Common Stock under the Securities Laws of such jurisdictions as may be required and to keep the Registration Statement and such qualifications current and in effect for so long as is necessary to consummate the transactions contemplated hereby.
The shares of WGNB Common Stock issuable pursuant to the Merger shall have been approved for listing on the Nasdaq Capital Market.
The undersigned further agrees that he or she will not, without the prior written consent of First Xxxxxxxx, transfer any shares of WGNB Common Stock prior to the Effective Date, as that term is set forth in the Agreement, except by operation of law, by will, or under the laws of descent and distribution.
This Support Agreement represents an agreement between the undersigned and First Xxxxxxxx regarding certain rights and obligations of the undersigned in connection with the shares of WGNB Common Stock owned by the undersigned.