Examples of TFC Common Stock in a sentence
TFC desires to carry out the purposes of the Plan by affording the Participant an opportunity to acquire shares of TFC Common Stock, $5.00 par value per share (the “Common Stock”), as hereinafter provided.
The holding period under Section 1223 of the Code for the shares of CBAC Common Stock received by each TFC shareholder will include the holding period for the TFC Common Stock of such TFC shareholder surrendered therefor in the Merger, provided that the TFC shareholder held such shares as a capital asset on the date of the Merger.
In the event the cash payment is treated as additional Merger consideration, any TFC shareholder who receives CBAC Common Stock and cash in exchange for TFC Common Stock will be treated as receiving such Merger Consideration as a payment in redemption of such TFC Common Stock subject to the provisions of Section 302 of the Code.
If the deemed redemption is treated as an exchange under Section 302(b) of the Code, gain, but not loss, will be recognized to the extent of the lesser of: (i) the amount of cash received by the TFC shareholder, or (ii) the excess of (A) the sum of the value of the CBAC Common Stock and cash received by such TFC shareholder over (B) the TFC shareholder’s aggregate tax basis in the TFC Common Stock exchanged.
The aggregate tax basis of the CBAC Common Stock received by each TFC shareholder will be equal to the aggregate tax basis of such TFC shareholder’s TFC Common Stock surrendered therefor in the Merger decreased by any cash received, and by the amount of any tax basis allocable to any fractional share interest for which cash is received, and increased by any gain recognized.
No gain or loss will be recognized for federal tax purposes by any TFC shareholder upon his, her, or its exchange of TFC Common Stock solely for CBAC Common Stock.
Gain or loss will be realized and recognized by such TFC shareholder measured by the difference between the redemption price and the portion of the TFC shareholder’s tax basis in the TFC Common Stock allocable to such fractional share interest.
Shareholders of TFC are not entitled to any dissenters’ rights under Chapter 44 of the Indiana Business Corporation Law, as amended, since TFC Common Stock is quoted and traded on the NASDAQ Global Market.
None of the outstanding shares of capital stock of CBAC have been, and none of the shares of CBAC Common Stock to be issued in exchange for shares of TFC Common Stock upon consummation of the Merger will be issued in violation of any preemptive rights of the current or past stockholders of CBAC.
Additionally, options to purchase 10,085 shares of TFC Common Stock are outstanding under the 1998 Stock Option Plan, options to purchase 27,850 shares of TFC Common Stock are outstanding under the 2001 Stock Option Plan, options to purchase 750 shares of TFC Common Stock are outstanding under the 2006 Equity Incentive Plan (each, an “TFC Stock Option Plan” and, collectively, the “TFC Stock Option Plans”) TFC has 5,133 deferred stock units issued pursuant to the 2006 Equity Incentive Plan.