HomeMy WebLinkAbout1480 certificate or certificates for the largest whole number of shares
of Southeast $4.06 Preferred Stock that can be obtained by multi-
plying the Conversion Ratio by the number of shares of FBS Common
Stock evidenced by the surrendered certificate or certificates and
(ii) cash in lieu of any fractional share (valued as determined
under paragraph D below) remaining after such multiplication;
provided, however, that after the Effective Time of the Merger
each FBS Holder shall not have the right until such surrender to
receive any dividends or distributions declared or paid in respect
thereof or any cash in lieu of fractional shares. Any such divi-
lends, distributions or cash in lieu of fractional shares shall be
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held for his account, without interest, and paid over to him upon
E
i such surrender.
D. The fair value of any fractional share of South-
east $4.06 Preferred Stock to which each FBS Holder is entitled
under paragraph C above shall be based upon the mean of the bid
and the asked prices of the Southeast $4.06 Preferred Stock in the
over-the-counter market on the first business day of ter the Effec-
tive Time of the Merger. If there is no bid and asked price so
reported on such date, then the fair value of any such fractional
share interest shall be based upon an opinion of any reputable New
York Stock Exchange firm, making a market in the Southeast $4.06
Preferred Stock, selected by Southeast, as to such value on such
date.
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E. Each share of Common Stock, $1 par value, of SMC
issued and outstanding immediately prior to the Effective Time of
-4 Eo~~K 323 P~~E x.4`71