HomeMy WebLinkAbout1479 ARTICLE V
MANNER OF CONVERSION AND
EXCHANGE OF SHARES IN THE MERGER
A. Except as provided in paragraph B below, each share
of the Common Stock, $1 par value, of FBS (the "FBS Common Stock")
issued and outstanding immediately prior to the Effective Time of
tho 1/or^~eL shall ~ »=nn aru~ by ni rt»P Af the MeiQet atld WlthOllt anV
action on the part of the holder thereof, be converted in to _9
of a share of Southeast $4.06 Preferred Stock. The number of
shares of Southeast $4.06 Preferred Stock into which a share of
FBS Common Stock shall be converted is hereinafter referred to as
the "Conversion Ratio."
~ B. All shares of FBS Common Stock, if any, held in the
treasury of FBS immediately prior to the Eff active Time of the
Merger shall, by virtue of the Merger and without any action on
the part of FBS, be cancelled, and no cash, securities or othe r
property will be issued in the Merger in respect thereof. No such
E
treasury shares shall be deemed outstanding for purposes of
paragraph A above. '
C. After the Effective Time of the Merger, each holder
r of record of FBS Common Stock immediately prior to the Effective
s
Time of the Merger ("FBS Holder") shall be entitled to receive
p upon surrender to the Exchange Agents, Mellon Bank, N.A. and
4
e Southeast First National Bank of Miami, of the certificate or
certificates evidencing his shares of FBS Common Stock (i) a
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