Actions at Closing. (a) At the Closing, St. Jxxxxx shall deliver to Old National: (i) a certified copy of the Certificate of Incorporation and Bylaws of St. Jxxxxx; (ii) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx Bank; (iii) a certificate or certificates signed by the Chief Executive Officer of St. Jxxxxx stating, to the best of his knowledge and belief, after due inquiry, that, as to St. Jxxxxx, the conditions set forth in Section 6.01(a) and Section 6.01(b) have been satisfied on and as of the Closing Date; (iv) certified copies of the resolutions of St. Joseph’s board of directors and stockholders, approving and authorizing the execution of this Agreement, the Plan of Merger and the Certificate of Merger and authorizing the consummation of the Merger; (v) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. Jxxxxx validly exists and is in good standing under the DGCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Bank is duly organized and validly exists under the IFIA; (vii) a certified list of the holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date; (viii) certification of the Closing Book Value by Pxxxxx & Mxxxx, PLLC; (ix) a certified list of those holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any Dissenting Shares and the number of Dissenting Shares held by each of them; and (x) the legal opinion of counsel for St. Jxxxxx, substantially in the form and substance attached hereto as Exhibit 1.09(a)(ix). (b) At the Closing, Old National shall deliver to St. Jxxxxx: (i) a certificate signed by the Chief Executive Officer of Old National stating, to the best of his knowledge and belief, after due inquiry, that, as to Old National, the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied on and as of the Closing Date; (ii) a certificate signed by the Chief Executive Officer of Merger Sub stating, to the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as of the Closing Date; (iii) a certified copy of the resolutions of Old National’s board of directors authorizing the execution of this Agreement and the consummation of the Merger; (iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger; (v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement; (vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund; (vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and (viii) certificates of the Indiana Secretary of State, dated a recent date, stating that Old National and Merger Sub each exist under the IBCL. (c) At and after the Closing, Old National, Merger Sub and St. Jxxxxx shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Merger, including the execution and presentation of the executed Articles of Merger and Certificate of Merger (including the Plan of Merger and/or Certificate of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL, and to the Delaware Secretary of State for filing under the DGCL, accompanied by the appropriate fees.
Appears in 2 contracts
Samples: Merger Agreement (St Joseph Capital Corp), Merger Agreement (Old National Bancorp /In/)
Actions at Closing. (a) At the Closing, St. Jxxxxx Citizens First shall deliver to Old NationalGABC:
(i) a certified copy copies of the Certificate articles of Incorporation incorporation and Bylaws bylaws (including any and all amendments thereto) of St. JxxxxxCitizens First and CF Bank and the certified organizational documents of the Trust;
(ii) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx Bank;
(iii) a certificate or certificates signed by the President and Chief Executive Officer of St. Jxxxxx Citizens First, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, as subject to St. Jxxxxx, the conditions set forth standard specified in Section 6.01(a) hereof, as if such representations and Section 6.01(bwarranties had been made at Closing, (B) all the covenants of Citizens First have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(iviii) certified copies of the resolutions of St. Joseph’s board Citizens First's Board of directors Directors and stockholdersshareholders, approving and authorizing the execution of this Agreement, the Plan of Merger Agreement and the Certificate Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger;
(iv) a certified copy of the resolutions of the Board of Directors of CF Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(v) a certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens First is duly incorporated and existing under Kentucky law;
(vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law;
(vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. Jxxxxx validly exists and is in good standing under the DGCL;
(vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Bank Trust is duly organized and validly exists under in the IFIAState of Delaware;
(viiviii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07);
(ix) a certified list of the holders of St. Jxxxxx Citizens First Common of record as of the close of business on the last business day immediately preceding the Closing DateDate showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time;
(viii) certification of the Closing Book Value by Pxxxxx & Mxxxx, PLLC;
(ixx) a certified list of those holders of St. Jxxxxx Citizens First Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any are holders of Dissenting Shares and the number of Dissenting Shares held by shares of Citizens First Common as to which each of themthem are holding Dissenting Shares; and
(xxi) third party consents required to consummate the legal opinion transactions contemplated in this Agreement as set forth in Section 2.02(e) of counsel for St. Jxxxxx, substantially in the form and substance attached hereto Citizens First Disclosure Schedule (as Exhibit 1.09(a)(ixdefined below).
(b) At the Closing, Old National GABC shall deliver to St. JxxxxxCitizens First:
(i) a certificate signed by the Chief Executive Officer of Old National GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, as subject to Old National, the conditions set forth standard specified in Section 6.02(a) hereof, as if such representations and Section 6.02(bwarranties had been made at Closing, (B) all the covenants of GABC have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(ii) a certificate signed by certified copy of the Chief Executive Officer resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger Sub stating, to and the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as consummation of the Closing DateHolding Company Merger;
(iii) a certified copy of the resolutions of Old National’s board German American's Board of directors authorizing Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger;
(v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement;
(vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;
(vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and
(viiiiv) certificates of the Indiana Secretary of State, dated a recent date, stating that Old National GABC and Merger Sub German American each exist is duly organized and exists under the IBCLIBCL and IFIA, respectively.
(c) At and after the Closing, Old National, Merger Sub GABC and St. Jxxxxx Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the MergerMergers, including the execution and the presentation of the executed Articles of Merger and Certificate of Merger (including the Holding Company Plan of Merger and/or Certificate Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCLIBCL and the IFIA, and to the Delaware Kentucky Secretary of State for filing under the DGCL, KBCA and KFIC accompanied by the appropriate fees.
Appears in 2 contracts
Samples: Merger Agreement (Citizens First Corp), Merger Agreement (German American Bancorp, Inc.)
Actions at Closing. (a) At the Closing, St. Jxxxxx PCB shall deliver to Old NationalGerman American:
(i) a certified copy of the Certificate of Incorporation and Bylaws of St. Jxxxxx;
(ii) a certified copy of the Articles of Incorporation certified by the Indiana Secretary of State as of a date within five (5) days prior to the Closing Date and Bylaws of St. Jxxxxx BankPCB certified by PCB's corporate secretary, each as amended, and a certified copy of the Charter and Bylaws of Peoples, as amended;
(iiiii) a certificate or certificates signed by the Chief Executive Officer chief executive officer of St. Jxxxxx PCB stating, to the best of his knowledge and belief, after due inquiry, that, as to St. Jxxxxx, that the conditions set forth specified in Section Sections 6.01(a) and Section 6.01(b(b) have been satisfied on and as of the Closing Datemet;
(iviii) certified copies of the resolutions of St. Joseph’s board PCB's Board of directors Directors and stockholdersshareholders, approving and authorizing the execution of this Agreement, Agreement and the Plan of Merger and the Certificate of Merger and authorizing the consummation of the Holding Company Merger;
(iv) a certified copy of the resolutions of the Board of Directors of Peoples and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(v) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. Jxxxxx validly exists and is in good standing under the DGCL;
(vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Bank PCB is duly organized and validly exists under the IFIAIBCL;
(vi) a certificate of the OTS, dated a recent date, stating that Peoples is duly organized and exists under federal law;
(vii) a certified list of the those holders of St. Jxxxxx PCB Common of record as of the close of business on the last business day immediately preceding the Closing Date;
(viii) certification of the Closing Book Value by Pxxxxx & Mxxxx, PLLC;
(ix) a certified list of those holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any are Dissenting Shares Shareholders and the number of Dissenting Shares held by shares of PCB Common as to which each of themthem are Dissenting Shareholders; and
(xviii) the legal opinion of Xxxxxxx Xxxxxx & Aggugia LLP as special counsel for St. JxxxxxPCB, substantially in to the form and substance attached hereto effect set forth as Exhibit 1.09(a)(ix1.10(a)(ix).
(b) At the Closing, Old National German American shall deliver to St. JxxxxxPCB:
(i) a certificate signed by the Chief Executive Officer of Old National stating, to the best of his knowledge and belief, after due inquiry, that, as to Old National, the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied on and as of the Closing Date;
(ii) a certificate signed by the Chief Executive Officer of Merger Sub German American stating, to the best of his knowledge and belief, after due inquiry, that as to Merger Sub, (A) each of the condition set forth representations and warranties contained in Section 6.02(b) has been satisfied on Article III is true and as correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing and (B) German American has performed and complied in all material respects, unless waived by PCB, with all of its obligations and agreements required to be performed hereunder prior to the Closing Date;
(ii) a certified copy of the resolutions of German American's Board of Directors authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company Merger;
(iii) a certified copy of the resolutions of Old National’s board First State's Board of directors authorizing Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger;
(v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement;
(vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;
(vii) the legal opinion of Ice Xxxxxx, counsel for Old National and Merger SubGerman American, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii1.10(b)(iv); and
(viiiv) certificates of the Indiana Secretary of State, dated a recent date, stating that Old National German American and Merger Sub First State each exist under the IBCLIBCL and IFIA, respectively.
(c) At and after the Closing, Old National, Merger Sub and St. Jxxxxx the parties shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the MergerMergers, including the execution and the presentation of the executed Articles of Merger and Certificate of Merger (including the Plan of Merger and/or Certificate Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State (and, in the case of the Bank Merger, to the Indiana Department of Financial Institutions) for filing under the IBCL, IBCL and to the Delaware Secretary of State for filing under the DGCLIFIA, accompanied by the appropriate fees.
Appears in 1 contract
Actions at Closing. (a) At the Closing, St. Jxxxxx RVB shall deliver to Old NationalGABC:
(i) a certified copy of the Certificate articles of Incorporation incorporation and Bylaws bylaws of St. JxxxxxRVB, as amended, certified copies of the articles of incorporation and bylaws, as amended, of River Valley Financial, Insurance, Madison, Investment Sub 1, Investment Sub 2, certified copies of the articles of organization and operating agreement of Portfolio, as amended, and the certified organizational documents of the Trust;
(ii) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx Bank;
(iii) a certificate or certificates signed by the President and Chief Executive Officer of St. Jxxxxx RVB, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, as subject to St. Jxxxxx, the conditions set forth standard specified in Section 6.01(a) hereof, as if such representations and Section 6.01(bwarranties had been made at Closing, (B) all the covenants of RVB have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) RVB and River Valley Financial have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(iviii) certified copies of the resolutions of St. JosephRVB’s board Board of directors Directors and stockholdersshareholders, approving and authorizing the amendment to the Articles of Incorporation of RVB as set forth in Exhibit 1.09(a)(iii) attached hereto (“Articles of Amendment”), the execution of this Agreement, the Plan of Merger Agreement and the Certificate Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger;
(iv) a certified copy of the resolutions of the Board of Directors of River Valley Financial and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(v) a certificate of the Delaware Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx validly RVB is duly organized and exists and is in good standing under the DGCLIBCL;
(vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Bank River Valley Financial is duly organized and validly exists under the IFIA;
(vii) a certified list certificate of the holders Indiana Secretary of St. Jxxxxx Common of record as of State, dated a recent date, stating that Madison is duly organized and exists under the close of business on the last business day immediately preceding the Closing DateIBCL;
(viii) certification certificates of the Closing Book Value by Pxxxxx & MxxxxNevada Secretary of State, PLLCdated a recent date, stating, respectively, that Insurance, Investment Sub 1, Investment Sub 2, and Portfolio are duly organized and in good standing in the State of Nevada;
(ix) a certified list of those holders of St. Jxxxxx Common of record as certificate of the close Connecticut Secretary of business on State, dated of a recent date, stating that the last business day immediately preceding Trust is duly organized and exists in the Closing Date who hold any Dissenting Shares and the number State of Dissenting Shares held by each of themConnecticut; and
(x) any title affidavits or documents required by the legal opinion of counsel for St. Jxxxxx, substantially Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07);
(xi) employment agreement between Xxxxxxx Xxxxxxxxx and German American in the form and substance attached hereto as Exhibit 1.09(a)(ix1.09(a)(xi) (the “Xxxxxxxxx Employment Agreement”), executed by Xxxxxxx Xxxxxxxxx;
(xii) employment agreement between Xxxxxxx Xxxxxxx and German American in the form attached hereto as Exhibit 1.09(a)(xii) (the “Xxxxxxx Employment Agreement”), executed by Xxxxxxx Xxxxxxx;
(xiii) employment agreement between Xxxx Xxxxxxx and German American in the form attached hereto as Exhibit 1.09(a)(xiii) (the “Muessel Employment Agreement”), executed by Xxxx Mussel;
(xiv) executed Releases With Respect to Employment Agreements between RVB and Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, and Xxxx X. Xxxxxxx, in the form of Exhibit 5.06(n) hereto, as applicable, and the Release appended thereto; and
(xv) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Schedule 2.02(e) of the RVB Disclosure Schedule (as defined below).
(b) At the Closing, Old National GABC shall deliver to St. JxxxxxRVB:
(i) a certificate signed by the Chief Executive Officer of Old National GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, as subject to Old National, the conditions set forth standard specified in Section 6.02(a) hereof, as if such representations and Section 6.02(bwarranties had been made at Closing, (B) all the covenants of GABC have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by RVB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(ii) a certificate signed by certified copy of the Chief Executive Officer resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger Sub stating, to and the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as consummation of the Closing DateHolding Company Merger;
(iii) a certified copy of the resolutions of Old NationalGerman American’s board Board of directors authorizing Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger;
(v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement;
(vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;
(vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and
(viii) certificates of the Indiana Secretary of State, dated a recent date, stating that Old National GABC and Merger Sub German American each exist is duly organized and exists under the IBCLIBCL and IFIA, respectively;
(v) the Xxxxxxxxx Employment Agreement, executed by German American;
(vi) the Xxxxxxx Employment Agreement, executed by German American; and
(vii) the Muessel Employment Agreement, executed by German American.
(c) At and after the Closing, Old National, Merger Sub GABC and St. Jxxxxx RVB shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the MergerMergers, including the execution and the presentation of the executed Articles of Merger and Certificate of Merger (including the Holding Company Plan of Merger and/or Certificate Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL, IBCL and to the Delaware Secretary of State for filing under the DGCLIFIA, accompanied by the appropriate fees.
Appears in 1 contract
Actions at Closing. (a) At the Closing, St. Jxxxxx FSI shall deliver to Old NationalGABC:
(i) certified copies of the articles of incorporation and bylaws (including any and all amendments thereto) of FSI and FSI Bank and a certified copy of the Certificate articles of Incorporation organization and Bylaws operating agreement (including any and all amendments thereto) of St. JxxxxxFS Realty;
(ii) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx Bank;
(iii) a certificate or certificates signed by the President and Chief Executive Officer of St. Jxxxxx FSI, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, as subject to St. Jxxxxx, the conditions set forth standard specified in Section 6.01(a) hereof, as if such representations and Section 6.01(bwarranties had been made at Closing, (B) all the covenants of FSI have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) FSI and FS Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(iviii) certified copies of the resolutions of St. Joseph’s board FSI's Board of directors Directors and stockholdersshareholders, approving and authorizing the execution of this Agreement, the Plan of Merger Agreement and the Certificate Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger;
(iv) a certified copy of the resolutions of the Board of Directors of FS Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(v) a certificate of the Delaware Kentucky Secretary of State, dated a recent date, stating that St. Jxxxxx validly exists FSI is duly incorporated and is in good standing existing under the DGCLKentucky law;
(vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that FS Bank is duly incorporated and existing under Kentucky law;
(vii) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Bank FS Realty is duly organized and validly exists under the IFIAIBCL;
(viiviii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07);
(ix) transition period retention agreement between Xxxxxxx X. Xxxxxxxx and German American in the form attached hereto as Exhibit 1.09(a)(ix) (the "Transition Period Retention Agreement"), executed by Xxxxxxx X. Xxxxxxxx;
(x) a certified list of the holders of St. Jxxxxx FSI Common of record as of the close of business on the last business day immediately preceding Closing Date showing, by holder and in the Closing Dateaggregate, the number of shares of FSI of record as of such time;
(viii) certification of the Closing Book Value by Pxxxxx & Mxxxx, PLLC;
(ixxi) a certified list of those holders of St. Jxxxxx FSI Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any are holders of Dissenting Shares and the number of Dissenting Shares held by shares of FSI Common as to which each of them; andthem are holding Dissenting Shares;
(xxii) third party consents required to consummate the legal opinion transactions contemplated in this Agreement as set forth in Section 2.02(e) of counsel for St. Jxxxxx, substantially in the form and substance attached hereto FSI Disclosure Schedule (as Exhibit 1.09(a)(ixdefined below).
(b) At the Closing, Old National GABC shall deliver to St. JxxxxxFSI:
(i) a certificate signed by the Chief Executive Officer of Old National GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, as subject to Old National, the conditions set forth standard specified in Section 6.02(a) hereof, as if such representations and Section 6.02(bwarranties had been made at Closing, (B) all the covenants of GABC have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by FSI, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(ii) a certificate signed by certified copy of the Chief Executive Officer resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger Sub stating, to and the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as consummation of the Closing DateHolding Company Merger;
(iii) a certified copy of the resolutions of Old National’s board German American's Board of directors authorizing Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger;
(v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement;
(vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;
(vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and
(viii) certificates of the Indiana Secretary of State, dated a recent date, stating that Old National GABC and Merger Sub German American each exist is duly organized and exists under the IBCLIBCL and IFIA, respectively; and
(v) the Transition Period Retention Agreement, executed by German American.
(c) At and after the Closing, Old National, Merger Sub GABC and St. Jxxxxx FSI shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the MergerMergers, including the execution and the presentation of the executed Articles of Merger and Certificate of Merger (including the Holding Company Plan of Merger and/or Certificate Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCLIBCL and the IFIA, and to the Delaware Kentucky Secretary of State for filing under the DGCL, KBCA and KFIC accompanied by the appropriate fees.. ARTICLE II
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (German American Bancorp, Inc.)
Actions at Closing. (a) At the Closing, St. Jxxxxx RVB shall deliver to Old NationalGABC:
(i) a certified copy of the Certificate articles of Incorporation incorporation and Bylaws bylaws of St. JxxxxxRVB, as amended, certified copies of the articles of incorporation and bylaws, as amended, of River Valley Financial, Insurance, Madison, Investment Sub 1, Investment Sub 2, certified copies of the articles of organization and operating agreement of Portfolio, as amended, and the certified organizational documents of the Trust;
(ii) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx Bank;
(iii) a certificate or certificates signed by the President and Chief Executive Officer of St. Jxxxxx RVB, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, as subject to St. Jxxxxx, the conditions set forth standard specified in Section 6.01(a) hereof, as if such representations and Section 6.01(bwarranties had been made at Closing, (B) all the covenants of RVB have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) RVB and River Valley Financial have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(iviii) certified copies of the resolutions of St. JosephRVB’s board Board of directors Directors and stockholdersshareholders, approving and authorizing the amendment to the Articles of Incorporation of RVB as set forth in Exhibit 1.09(a)(iii) attached hereto (“Articles of Amendment”), the execution of this Agreement, the Plan of Merger Agreement and the Certificate Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger;
(iv) a certified copy of the resolutions of the Board of Directors of River Valley Financial and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(v) a certificate of the Delaware Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx validly RVB is duly organized and exists and is in good standing under the DGCLIBCL;
(vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Bank River Valley Financial is duly organized and validly exists under the IFIA;
(vii) a certified list certificate of the holders Indiana Secretary of St. Jxxxxx Common of record as of State, dated a recent date, stating that Madison is duly organized and exists under the close of business on the last business day immediately preceding the Closing DateIBCL;
(viii) certification certificates of the Closing Book Value by Pxxxxx & MxxxxNevada Secretary of State, PLLCdated a recent date, stating, respectively, that Insurance, Investment Sub 1, Investment Sub 2, and Portfolio are duly organized and in good standing in the State of Nevada;
(ix) a certified list of those holders of St. Jxxxxx Common of record as certificate of the close Connecticut Secretary of business on State, dated of a recent date, stating that the last business day immediately preceding Trust is duly organized and exists in the Closing Date who hold any Dissenting Shares and the number State of Dissenting Shares held by each of themConnecticut; and
(x) any title affidavits or documents required by the legal opinion of counsel for St. Jxxxxx, substantially Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07);
(xi) employment agreement between Xxxxxxx Xxxxxxxxx and German American in the form and substance attached hereto as Exhibit 1.09(a)(ix1.09(a)(xi) (the “Xxxxxxxxx Employment Agreement”), executed by Xxxxxxx Xxxxxxxxx;
(xii) employment agreement between Xxxxxxx Xxxxxxx and German American in the form attached hereto as Exhibit 1.09(a)(xii) (the “Xxxxxxx Employment Agreement”), executed by Xxxxxxx Xxxxxxx;
(xiii) employment agreement between Xxxx Xxxxxxx and German American in the form attached hereto as Exhibit 1.09(a)(xiii) (the “Muessel Employment Agreement”), executed by Xxxx Mussel;
(xiv) executed Releases With Respect to Employment Agreements between RVB and Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, and Xxxx X. Xxxxxxx, in the form of Exhibit 5.06(n) hereto, as applicable, and the Release appended thereto; and
(xv) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Schedule 2.02(e) of the RVB Disclosure Schedule (as defined below).
(b) At the Closing, Old National GABC shall deliver to St. JxxxxxRVB:
(i) a certificate signed by the Chief Executive Officer of Old National GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, as subject to Old National, the conditions set forth standard specified in Section 6.02(a) hereof, as if such representations and Section 6.02(bwarranties had been made at Closing, (B) all the covenants of GABC have been satisfied on complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by RVB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(ii) a certificate signed by certified copy of the Chief Executive Officer resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger Sub stating, to and the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as consummation of the Closing DateHolding Company Merger;
(iii) a certified copy of the resolutions of Old NationalGerman American’s board Board of directors authorizing Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger;
(iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger;
(v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement;
(vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;
(vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and
(viii) certificates of the Indiana Secretary of State, dated a recent date, stating that Old National GABC and Merger Sub German American each exist is duly organized and exists under the IBCLIBCL and IFIA, respectively;
(v) the Xxxxxxxxx Employment Agreement, executed by German American;
(vi) the Xxxxxxx Employment Agreement, executed by German American; and
(vii) the Muessel Employment Agreement, executed by German American.
(c) At and after the Closing, Old National, Merger Sub GABC and St. Jxxxxx RVB shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the MergerMergers, including the execution and the presentation of the executed Articles of Merger and Certificate of Merger (including the Holding Company Plan of Merger and/or Certificate Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL, IBCL and to the Delaware Secretary of State for filing under the DGCLIFIA, accompanied by the appropriate fees.. ARTICLE II
Appears in 1 contract
Actions at Closing. (a) At the Closing, St. Jxxxxx Xxxxxxx and Xxxxxxx Bank shall deliver to Old NationalF&M and F&M Bank:
(i) a certified copy of the Certificate of Incorporation and Bylaws of St. Jxxxxx;
(ii) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx Bank;
(iii) a certificate or certificates signed by the Chief Executive Officer of St. Jxxxxx stating, to the best of his knowledge Xxxxxxx and belief, after due inquiry, that, as to St. Jxxxxx, the conditions set forth in Section 6.01(a) and Section 6.01(b) have been satisfied on and as of the Closing Date;
(iv) certified copies of the resolutions of St. Joseph’s board of directors and stockholders, approving and authorizing the execution of this Agreement, the Plan of Merger and the Certificate of Merger and authorizing the consummation of the Merger;
(v) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. Jxxxxx validly exists and is in good standing under the DGCL;
(vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Xxxxxxx Bank is duly organized and validly exists under the IFIA;
(vii) a certified list of the holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date;
(viii) certification of the Closing Book Value by Pxxxxx & Mxxxx, PLLC;
(ix) a certified list of those holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any Dissenting Shares and the number of Dissenting Shares held by each of them; and
(x) the legal opinion of counsel for St. Jxxxxx, substantially in the form and substance attached hereto as Exhibit 1.09(a)(ix).
(b) At the Closing, Old National shall deliver to St. Jxxxxx:
(i) a certificate signed by the Chief Executive Officer of Old National stating, to the best of his knowledge and belief, after due inquiry, that, as to Old National, the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied on and as of the Closing Date;
(ii) a certificate signed by the Chief Executive Officer of Merger Sub stating, to the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b(A) has been satisfied on and as each of the Closing Daterepresentations and warranties contained in Article 2 hereof is true and correct in all material respects at the Effective Time with the same force and effect as if such representations and warranties had been made at the Effective Time, and (B) Xxxxxxx and Xxxxxxx Bank each has performed and complied in all material respects, unless waived by F&M and F&M Bank, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time;
(iiiii) a certified copy copies of the resolutions of Old National’s board Xxxxxxx'x Board of directors authorizing the execution of this Agreement Directors and the consummation of the Merger;
(iv) a certified copy of the resolutions of Merger Sub’s board of directors shareholders, approving and shareholder authorizing the execution of this Agreement, the Certificate of Bank Merger Agreement, and Plan of Merger and authorizing the consummation of the Bank Merger;
(viii) evidence certified copies of Old National’s purchase the resolutions of directors’ Xxxxxxx Bank's Board of Directors and officers’ liability insurance policies pursuant to Section 8.06 Xxxxxxx, as the sole shareholder of Xxxxxxx Bank, approving and authorizing the execution of this AgreementAgreement and authorizing the consummation of the Bank Merger;
(viiv) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;
(vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and
(viii) certificates a Certificate of the Indiana Secretary of State, dated a recent date, stating that Old National Xxxxxxx is validly existing and in good standing;
(v) Certificates of the IDFI and the FDIC, dated recent dates, relating to the valid existence and the FDIC insurance of deposits of Xxxxxxx Bank; and
(vi) a Certificate of Merger Sub executed by the proper parties thereto reflecting the terms and provisions of this Agreement in proper form for filing with the Secretaries of State of the States of Ohio and Indiana in order to cause the Bank Merger to become effective pursuant to the Ohio Banking Code and the Indiana Banking Code.
(b) At the Closing, F&M and F&M Bank shall deliver to Xxxxxxx:
(i) a Certificate signed by the Chief Executive Officer of F&M and F&M Bank stating, to the best of his knowledge and belief, after due inquiry, that (A) each exist under of the IBCLrepresentations and warranties contained in Article 3 is true and correct in all material respects at the Effective Time with the same force and effect as if such representations and warranties had been made at the Effective Time and (B) F&M and F&M Bank each has performed and complied in all material respects, unless waived by Xxxxxxx, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time;
(ii) certified copies of the resolutions of F&M's Board of Directors authorizing the execution of this Agreement, the Bank Merger Agreement, and the consummation of the Bank Merger;
(iii) certified copies of the resolutions of F&M Bank's Board of Directors and F&M, as the sole shareholder of F&M Bank, authorizing the execution of this Agreement and the consummation of the Bank Merger;
(iv) a Certificate of Merger executed by the proper parties thereto reflecting the terms and provisions of this Agreement in proper form for filing with the Secretaries of State of the States of Ohio and Indiana in order to cause the Bank Merger to become effective pursuant to the Ohio Banking Code and the Indiana Banking Code.
(c) At and after the Closing, Old National, Merger Sub the parties and St. Jxxxxx their representatives shall execute and/or deliver to one another such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Merger, including the execution and presentation of the executed Articles of Merger and Certificate of Merger (including the Plan of Merger and/or Certificate of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL, and to the Delaware Secretary of State for filing under the DGCL, accompanied by the appropriate feesMergers.
Appears in 1 contract
Actions at Closing. (a) At the Closing, St. Jxxxxx 1ST BANCORP shall deliver to Old NationalGerman American:
(i) a certified copy copies of the Certificate of Incorporation and Bylaws of St. Jxxxxx;
(iiA) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx 1ST BANCORP, as amended; (B) the Charter and Bylaws of the Bank, as amended; and (C) the Articles of Incorporation and Bylaws of each of the Subsidiaries;
(iiiii) a certificate or certificates signed by the Chief Executive Officer chief executive officer of St. Jxxxxx stating1ST BANCORP, to the best of his knowledge and belief, after due inquiry, thatthat (A) each of the representations and warranties contained in Article Two hereof is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, as to St. Jxxxxxand (B) 1ST BANCORP, the conditions set forth Bank, and the Subsidiaries have performed and complied in Section 6.01(a) all material respects, unless waived by German American, with all of its respective obligations and Section 6.01(b) have been satisfied on and as of agreements required to be performed hereunder prior to the Closing Date;
(iviii) certified copies of the resolutions of St. Joseph’s board 1ST BANCORP's Board of directors Directors and stockholdersshareholders, approving and authorizing the execution of this Agreement, Agreement and the Plan of Merger and the Certificate of Merger and authorizing the consummation of the Merger;
(v) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. Jxxxxx validly exists and is in good standing under the DGCL;
(viiv) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx 1ST BANCORP is duly organized and validly existing under the IBCL;
(v) a certificate of the OTS, dated a recent date, stating that the Bank is duly organized and validly existing under the laws of the United States of America;
(vi) certificates of the Indiana Secretary of State, dated a recent date, stating that each of the Subsidiaries is duly organized and exists under the IFIA;
(vii) a certified list of the holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date;
(viii) certification of the Closing Book Value by Pxxxxx & Mxxxx, PLLC;
(ix) a certified list of those holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any Dissenting Shares and the number of Dissenting Shares held by each of themIBCL; and
(xvii) the legal opinion of Xxxxxx & Xxxxxxxxx, counsel for St. Jxxxxx, substantially in 1ST BANCORP to the form and substance attached hereto effect set forth as Exhibit 1.09(a)(ix1.07(a)(vii).
(b) At the Closing, Old National German American shall deliver to St. Jxxxxx1ST BANCORP:
(i) a certificate signed by the Chief Executive Officer of Old National stating, to the best of his knowledge and belief, after due inquiry, that, as to Old National, the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied on and as of the Closing Date;
(ii) a certificate signed by the Chief Executive Officer of Merger Sub German American stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing and (B) German American has performed and complied in all material respects, unless waived by 1ST BANCORP with all of its obligations and agreements required to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as of be performed hereunder prior to the Closing Date;
(iiiii) a certified copy copies of the resolutions of Old National’s board German American's Board of directors Directors and (if required by the NASDAQ NMS listing standards or the IBCL) German American's shareholders authorizing the execution of this Agreement and the consummation of the Merger;
(iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger;
(viii) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement;
(vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;
(vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and
(viii) certificates a certificate of the Indiana Secretary of State, dated a recent date, stating that Old National German American is duly organized and Merger Sub each exist validly existing under the IBCL; and
(iv) the legal opinion of Leagre Xxxxxxxx & Xxxxxxx, counsel for German American, in the form attached hereto as Exhibit 1.07(b)(iv).
(c) At and after the Closing, Old Nationalthe parties shall insert the Exchange Ratio determined in accordance with Section 1.03 of this Agreement into the Plan of Merger, Merger Sub and St. Jxxxxx shall execute and/or deliver to one another such Plan of Merger and such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Merger, including the execution and presentation of the executed Articles of Merger and Certificate of Merger (including the Plan of Merger and/or Certificate of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL, and to the Delaware Secretary of State for filing under the DGCL, accompanied by the appropriate fees.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Bancorp /In/)
