Additional Conditions to Obligations of Company to Close. The obligations of Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions: (a) All actions necessary to authorize the execution, delivery and performance of this Agreement, the consummation of the Merger, and the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken by the board of directors and stockholders of Seller. (b) The representations and warranties of Seller contained in Article 4 of this Agreement shall have been true and correct (i) on the date of this Agreement; and (ii) at and as of the Effective Time as though all such representations and warranties had been made on and as of the Effective Time, except with respect to representations and warranties that, by their terms, speak as of a different time; and Company shall have received a certificate to that effect dated the Effective Time and executed on behalf of Seller by its chief executive officer and chief financial officer. For purposes of this paragraph, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be true and correct in all material respects, either individually or in the aggregate, and without giving effect to any materiality, material adverse effect or similar qualifications set forth in such representations and warranties, will have or would reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of Seller to consummate the transactions contemplated by this Agreement. (c) Each of the covenants and agreements of Seller contained in this Agreement to be performed at or before the Effective Time shall have been so performed in all material respects; and Company shall have received a certificate to that effect dated the Effective Time and executed by the chief executive officer and chief financial officer of Seller. (d) During the period from the date of this Agreement to the Effective Time, no event shall have occurred or circumstance arisen that, individually or taken together with all other facts, circumstances or events, has had or could reasonably be expected to have a Seller Material Adverse Effect, whether or not such event, change or effect is reflected in Seller’s Disclosure Letter to this Agreement, as amended or supplemented, after the date of this Agreement; and Company shall have received a certificate to that effect dated the Effective Time and signed by the chief executive officer and chief financial officer of Seller. (e) Concurrently with the execution of this Agreement, Company shall have received executed versions of Directors’ Agreements and Voting Agreements from the persons identified in Section 2.6. (f) Within 30 days of the execution of this Agreement, Company shall have received from each person named in the letter or otherwise referred to in Section 6.13 of this Agreement an executed copy of Exhibit E. (g) Company shall have received satisfactory evidence that the Seller Stock Option Plan has been treated as provided in Section 6.16 of this Agreement. (h) Company shall have received the written resignation of each director of Seller dated as of the Effective Date. (i) Company and Xxxxx Xxxxx, President and Chief Executive Officer of Seller shall have entered into a mutually acceptable employment agreement substantially in the form attached hereto as Exhibit F. (j) [Intentionally Left Blank] (k) Based upon the final bills or estimates of such final bills, Seller shall have paid all Professional Fees in full prior to the Effective Time, and Company shall have received written evidence from Seller to such effect prior to the Effective Time; provided, that the aggregate amount of such Professional Fees shall in no event exceed $1,750,000 (exclusive of reasonable costs incurred or advanced by its advisors). In no event, shall Company be liable for any such Professional Fees or for any amounts payable to Seller’s advisors. “Professional Fees” means all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for the Seller for services rendered in connection with the transactions contemplated by this Agreement.
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Samples: Merger Agreement (Community Bancorp)
Additional Conditions to Obligations of Company to Close. The obligations of Company to consummate the Merger and the other transactions contemplated hereby Acquisition are subject to the satisfaction or waiver at or prior to the Effective Time Closing of each of the following conditions:
(a) All actions necessary to authorize the execution, delivery and performance of this Agreement, the consummation of the Merger, and the consummation of the transactions contemplated by this Agreement Acquisition shall have been duly and validly taken by Trustee and the board of directors and stockholders of SellerBeneficiaries.
(b) The representations and warranties of Seller contained Trustee and the Beneficiaries in Article 4 of this Agreement shall have been true and correct (i) in all material respects on the date of this Agreement; Agreement and (ii) at and as of the Effective Time Closing as though all such representations and warranties had been made on and as of the Effective TimeClosing, except with respect to representations and warranties that, by their terms, speak as of a different time; , and the Company shall have received a certificate to that effect dated the Effective Time Closing and executed on behalf of Seller (i) by its chief executive officer the Trustee and chief financial officer. For purposes of this paragraph(ii) the Beneficiaries, such representations and warranties shall be deemed as to be true and correct unless the failure or failures of such representations and warranties to be true and correct in all material respects, either individually or in the aggregate, and without giving effect to any materiality, material adverse effect or similar qualifications set forth in such their respective representations and warranties, will have or would reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of Seller to consummate the transactions contemplated by this Agreement.
(c) Each of the covenants and agreements of Seller Trust and the Beneficiaries contained in this Agreement to be performed at or before the Effective Time Closing shall have been so performed in all material respects; and the Company shall have received a certificate certificates to that effect dated the Effective Time Closing and executed by the chief executive officer Trustee and chief financial officer of Sellerthe Beneficiaries as to their respective covenants and agreements.
(d) During Trustee shall have delivered at the period from Closing certificates for the date of this Agreement Closing Shares endorsed to the Effective Time, no event shall have occurred Company or circumstance arisen that, individually or taken together with all other facts, circumstances or events, has had or could reasonably be expected appropriate stock powers authorizing the transfer of such shares to have a Seller Material Adverse Effect, whether or not such event, change or effect is reflected in Seller’s Disclosure Letter to this Agreement, as amended or supplemented, after the date of this Agreement; and Company shall have received a certificate to that effect dated the Effective Time and signed by the chief executive officer and chief financial officer of SellerCompany.
(e) Concurrently with the execution of this Agreement, Company Trustee shall have received executed versions delivered at Closing an opinion of Directors’ Agreements and Voting Agreements from its counsel acceptable in form to Company opining on the persons identified matters set forth in Section 2.63.2(a) hereof.
(f) Within 30 days of the execution of this AgreementPrior to Closing, Company shall have received from each person named obtained not less than $32 million through the sale of equity or debt securities on terms acceptable to Company in its sole discretion to be used to purchase the letter or otherwise referred to in Section 6.13 of this Agreement an executed copy of Exhibit E.
(g) Company shall have received satisfactory evidence that the Seller Stock Option Plan has been treated as provided in Section 6.16 of this AgreementClosing Shares at $700.00 per share.
(h) Company shall have received the written resignation of each director of Seller dated as of the Effective Date.
(i) Company and Xxxxx Xxxxx, President and Chief Executive Officer of Seller shall have entered into a mutually acceptable employment agreement substantially in the form attached hereto as Exhibit F.
(j) [Intentionally Left Blank]
(k) Based upon the final bills or estimates of such final bills, Seller shall have paid all Professional Fees in full prior to the Effective Time, and Company shall have received written evidence from Seller to such effect prior to the Effective Time; provided, that the aggregate amount of such Professional Fees shall in no event exceed $1,750,000 (exclusive of reasonable costs incurred or advanced by its advisors). In no event, shall Company be liable for any such Professional Fees or for any amounts payable to Seller’s advisors. “Professional Fees” means all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for the Seller for services rendered in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Farmers & Merchants Bancorp)
Additional Conditions to Obligations of Company to Close. The obligations of Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
(a) All actions necessary to authorize the execution, delivery and performance of this Agreement, the consummation of the Merger, and the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken by the board of directors and stockholders shareholders of Seller.
(b) The representations and warranties of Seller contained in Article 4 of this Agreement shall have been true and correct (i) on the date of this Agreement; and (ii) at and as of the Effective Time as though all such representations and warranties had been made on and as of the Effective Time, except with respect to representations and warranties that, by their terms, speak as of a different time; and Company shall have received a certificate to that effect dated the Effective Time and executed on behalf of Seller by its chief executive officer President, Vice President and chief financial officerController. For purposes of this paragraph, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be true and correct in all material respectscorrect, either individually or in the aggregate, and without giving effect to any materiality, material adverse effect or similar qualifications set forth in such representations and warranties, will have or would reasonably be expected to have a Material Adverse Effect on Seller or prevent, materially delay or materially impair the ability of Seller to consummate the transactions contemplated by this Agreement.
(c) Each of the covenants and agreements of Seller contained in this Agreement to be performed at or before the Effective Time shall have been so performed in all material respects; and Company shall have received a certificate to that effect dated the Effective Time and executed by the chief executive officer President, Vice President and chief financial officer Controller of Seller.
(d) During the period from the date of this Agreement to the Effective Time, no event shall have occurred or circumstance arisen that, individually or taken together with all other facts, circumstances or events, has had or could reasonably be expected to have a Seller Material Adverse EffectEffect on Seller, whether or not such event, change or effect is reflected in Seller’s Disclosure Letter to this Agreement, as amended or supplemented, after the date of this Agreement; and Company shall have received a certificate to that effect dated the Effective Time and signed by the chief executive officer President, Vice President and chief financial officer Controller of Seller.
(e) Concurrently with the execution of this Agreement, Company shall have received executed versions of Directors’ Agreements and Voting Agreements from the persons identified in Section 2.6.
(f) Within 30 days of the execution of this Agreement, Company shall have received from each person named in the letter or otherwise referred to in Section 6.13 of this Agreement an executed copy of Exhibit E.D.
(g) Company shall have received satisfactory evidence that the Seller Stock Option Plan has been treated as provided in Section 6.16 of this Agreement.
(h) Company shall have received the written resignation of each director of Seller dated as of the Effective Date.
(i) Company and Xxxxx Xxxxx, President and Chief Executive Officer of Seller Nothing shall have entered into a mutually acceptable occurred that has caused the termination of, or otherwise voided, the employment agreement substantially with Jxxxxx Xxxxxx referenced in Recital E, or the form attached hereto as Exhibit Shareholder Agreement referenced in Recital F.
(j) [Intentionally Left Blank]
(k) Based upon the final bills or estimates of such final bills, Seller shall have paid all Professional Fees in full prior to the Effective Time, and Company shall have received written evidence from Seller to such effect prior to the Effective Time; provided, that . In the event the aggregate amount of such Professional Fees shall in no event exceed exceeds $1,750,000 650,000 (exclusive of reasonable costs incurred or advanced by its advisors), the Per Share Cash Consideration shall be reduced by $0.01 for each $50,000 (or part thereof) increment over $650,000; provided, however, that if such Professional Fees are $700,000 or more, for any additional incremental amount less than a full $50,000, if such amount is less than $25,000 it shall be rounded down to the nearest $50,000 increment, and any such amount of $25,000 or more shall be rounded up to the nearest $50,000 increment. In no event, shall Company be liable for any such Professional Fees or for any amounts payable to Seller’s advisors. “Professional Fees” means all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for the Seller for services rendered in connection with the transactions contemplated by this Agreement.
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Additional Conditions to Obligations of Company to Close. The obligations of Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions:
(a) All actions necessary to authorize the execution, delivery and performance of this the Agreement, the consummation of the Merger, and the consummation of the transactions contemplated by this Agreement of Merger shall have been duly and validly taken by the board of directors and stockholders shareholders of Seller.
(b) The representations and warranties of Seller contained in Article 4 of this Agreement shall have been true and correct in all material respects (i) on the date of this Agreement; and (ii) at and as of the Effective Time as though all such representations and warranties had been made on and as of the Effective Time, except with respect to representations and warranties that, by their terms, speak as of a different time; and Company shall have received a certificate to that effect dated the Effective Time and executed on behalf of Seller by its chief executive officer and chief financial officer. For purposes It is understood and acknowledged that the representations being made on and as of this paragraph, such representations and warranties the Effective Time shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be true and correct in all material respects, either individually or in the aggregate, and made without giving effect to any materiality, material adverse effect or similar qualifications set forth update with respect to the Seller’s Disclosure Letter in such representations and warranties, will have or would reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of Seller to consummate the transactions contemplated by this Agreementaccordance with Section 6.5.
(c) Each of the covenants and agreements of Seller contained in this Agreement to be performed at or before the Effective Time shall have been so performed in all material respects; and Company shall have received a certificate to that effect dated the Effective Time and executed by the chief executive officer and chief financial officer of Seller.
(d) During the period from the date of this Agreement to the Effective Time, no event there shall not have occurred any event related to the business, condition (financial or circumstance arisen thatotherwise), individually capitalization or taken together with all other facts, circumstances or events, properties of Seller that has had or could reasonably be expected to have a Seller Material Adverse Effectmaterial adverse effect on the business, financial condition, or results of operations of Seller, whether or not such event, change or effect is reflected in Seller’s Disclosure Letter to this Agreement, as amended or supplemented, after the date of this Agreement; and Company shall have received a certificate to that effect dated the Effective Time and signed by the chief executive officer and chief financial officer of Seller. Without limiting the generality of the foregoing sentence, the occurrence of any of the following shall be deemed to have had a material adverse effect on the business, financial condition, or operations of Seller:
(1) a decline of more than 15% in the amount of Seller’s Core Deposits as determined from the Financial Statements of Seller as of March 31, 2003 to the amount on the books and records of Seller for the month end immediately preceding the Effective Time, or
(2) the amount of Seller’s total equity capital (determined in accordance with GAAP excluding accruals for all Expenses whether or not such Expenses are payable prior to, at or after Closing and FASB 115 adjustments) on the books and records of Seller for the month end immediately preceding the Effective Time is less than Seller’s total equity capital (determined in accordance with GAAP) less Expenses actually accrued through such date and FASB 115 adjustments as of June 30, 2003.
(e) Seller shall have delivered to Company a written opinion of Xxxxx X. Xxxxxx, Esq. dated as of the Effective Time substantially in the form attached to this Agreement as Exhibit 8.2(e).
(f) Company shall have received a letter from Xxxxxx & Xxxxxx, Inc. dated as of a date within five (5) Business Days of the mailing of the Proxy Statement to the shareholders of Company to the effect that the transactions contemplated by this Agreement are fair from a financial point of view to the shareholders of Company.
(g) Concurrently with the execution of this Agreement, Company each director of Seller shall have received executed versions of and delivered to Company a Directors’ Agreements Agreement substantially in the form of Exhibit 2.6a and Voting Agreements from each Executive Officer of Seller shall have executed and delivered to Company an Executive Officers’ Agreement substantially in the persons identified in Section 2.6form of Exhibit 2.6b.
(fh) Within 30 days of the execution of this Agreement, Company shall have received from each person named in the letter or otherwise referred to in Section 6.13 of this Agreement an executed copy of Exhibit E.the agreement required by Section 6.13.
(gi) Company shall have received satisfactory evidence that the Seller Stock Option Plan has all of Seller’s Benefit Arrangements have been treated as provided in Section 6.16 Article 6 of this Agreement.
(hj) Company shall have received (i) the written resignation of each director of Seller dated as of the Effective Date.
(i) Company and Xxxxx Xxxxx, President and Chief Executive Officer of Seller shall have entered into a mutually acceptable employment agreement substantially in the form attached hereto not included on Exhibit “B” dated as Exhibit F.
(j) [Intentionally Left Blank]
(k) Based upon the final bills or estimates of such final bills, Seller shall have paid all Professional Fees in full prior to the Effective Time, and Company shall have received written evidence from Seller to such effect prior to the Effective Time; provided, however, that any such resignation by an Executive Officer shall not constitute a resignation for purposes of any Change in Control Agreement, and (ii) satisfactory written evidence that all necessary corporate action has been taken by Seller so that the aggregate amount board of such Professional Fees shall in no event exceed $1,750,000 (exclusive directors and executive officers of reasonable costs incurred or advanced by its advisors). In no event, shall Company the Surviving Bank immediately after the Effective Time will be liable for any such Professional Fees or for any amounts payable to Seller’s advisors. “Professional Fees” means all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for the Seller for services rendered in connection with the transactions contemplated by this Agreement.as set forth on Exhibit B.
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