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23-48-604. Effect of exchange.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-604. Effect of exchange.
(a)(1) When the plan of exchange of shares as filed with the Bank Commissioner and approved by the commissioner under § 23-48-603 becomes effective in accordance with the terms of the plan, the exchange provided for therein shall be deemed to have been consummated, and each shareholder of the state bank whose shares were acquired shall thereupon cease to be a shareholder of the state bank.
(2) The ownership of shares acquired in the plan of exchange, except shares payment of the value of which is required to be made under § 23-48-603, hereinafter sometimes referred to as “dissenting shares”, shall automatically vest in the bank holding company as the acquiring person without any physical transfer or deposit of certificates representing the shares.
(3) All dissenting shares shall be considered authorized but no longer outstanding shares of the state bank and may be disposed of in accordance with the provisions of the plan of exchange or as otherwise approved by the commissioner.
(b)(1) Certificates representing shares acquired in the plan of exchange of the state bank prior to the plan of exchange's becoming effective, except certificates representing dissenting shares, shall represent, after the plan of exchange becomes effective:
(A) Shares of the capital stock or other securities of the bank holding company to be issued in exchange for shares of the state bank; and
(B) The right, if any, to receive cash or other consideration upon terms specified in the plan of exchange.
(2) However, the plan of exchange may specify that all such certificates shall represent, after the plan of exchange becomes effective, only the right to receive shares of stock or other securities issued by the bank holding company, cash, or a combination
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-604
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-48-604
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: c0ef795e21a0966ced62a03e541dde3481305d2e94bebf7a2b0cc17348df7230
Source location: content.xml paragraph 24204
Stored source content
23-48-604. Effect of exchange.
(a)(1) When the plan of exchange of shares as filed with the Bank Commissioner and approved by the commissioner under § 23-48-603 becomes effective in accordance with the terms of the plan, the exchange provided for therein shall be deemed to have been consummated, and each shareholder of the state bank whose shares were acquired shall thereupon cease to be a shareholder of the state bank.
(2) The ownership of shares acquired in the plan of exchange, except shares payment of the value of which is required to be made under § 23-48-603, hereinafter sometimes referred to as “dissenting shares”, shall automatically vest in the bank holding company as the acquiring person without any physical transfer or deposit of certificates representing the shares.
(3) All dissenting shares shall be considered authorized but no longer outstanding shares of the state bank and may be disposed of in accordance with the provisions of the plan of exchange or as otherwise approved by the commissioner.
(b)(1) Certificates representing shares acquired in the plan of exchange of the state bank prior to the plan of exchange's becoming effective, except certificates representing dissenting shares, shall represent, after the plan of exchange becomes effective:
(A) Shares of the capital stock or other securities of the bank holding company to be issued in exchange for shares of the state bank; and
(B) The right, if any, to receive cash or other consideration upon terms specified in the plan of exchange.
(2) However, the plan of exchange may specify that all such certificates shall represent, after the plan of exchange becomes effective, only the right to receive shares of stock or other securities issued by the bank holding company, cash, or a combination thereof upon such terms as specified in the plan of exchange.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-603. Dissenting from plan of exchange.
(a)(1) The owner of shares of a state bank which were voted against a plan of exchange, and who has given notice in writing to the state bank at or prior to the meeting of the stockholders approving the plan that he or she dissents from the plan of exchange, shall be entitled to receive in cash the value of the shares held by him or her, if:
(A) The plan of exchange is consummated; and
(B) The dissenting stockholder has delivered a written demand for payment to the state bank at any time within ten (10) days after the date on which the stockholders' meeting authorizing the plan of exchange was concluded.
(2)(A) This written demand for payment shall state the number and the class of shares owned by the dissenting stockholder.
(B) Any dissenting stockholder failing to make such a demand shall be bound by the terms of the plan of exchange.
(3)(A) The state bank shall fix an amount which it considers to be not more than the fair market value of the shares of the state bank as of the date on which the stockholders' meeting authorizing the plan of exchange was concluded, which it will offer to pay dissenting stockholders entitled to payment in cash.
(B) Upon receipt from a dissenting stockholder of a written demand for payment in cash of the fair value of his or her shares, the state bank shall give the dissenting stockholder notice of the amount it will pay for dissenting shares within twenty (20) days after the date on which the stockholders' meeting authorizing the plan of exchange was concluded.
(4) Any dissenting stockholder may agree to accept the amount in lieu of purchasing the appraisal remedy set forth in subsection (b) of this section by delivering a written acceptance of the offer to the state bank withi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-603
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-603. This identifies an authority to review, not proof of applicability.