Board Representative and Observer. (a) At any time following the Closing (and, solely with respect CPV, if Xxxxxx X. Xxxxx is no longer a director on the Board), upon the written notice by Castle Creek or CPV, as applicable (for purposes of this Section 4.19, each a “Nominating Purchaser”), that it desires to appoint a representative to the Board, the Company will promptly cause an individual designated by such Nominating Purchaser who shall be reasonably acceptable to the Board and the Nominating Committee of the Board (each, a “Board Representative”) to be elected or appointed to the Board, and the board of directors of the Bank and any Future Bank (the “Bank Boards”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, subject to compliance with all corporate governance guidelines or principles that the Company may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the Board; provided that each Nominating Purchaser’s right to designate a Board Representative will continue only so long as such Nominating Purchaser, together with its Affiliates, in the aggregate continue to own from the Closing at least four point nine percent (4.9%) of the Common Stock then outstanding (the “Minimum Ownership Interest”); provided, that, with respect to Castle Creek, any bona fide Managing Principal or Principal of Castle Creek and, with respect to CPV, any bona fide partner-level professional of CPV, shall be deemed to be reasonably acceptable to the Board and the Nominating Committee of the Board. So long as a Nominating Purchaser, together with its Affiliates, maintains a Minimum Ownership Interest, the Company will recommend to its shareholders the election of such Nominating Purchaser’s Board Representative to the Board at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If a Nominating Purchaser fails to maintain a Minimum Ownership Interest, such Nominating Purchaser will have no further rights under Section 4.19 and, at the written request of the Board, shall use commercially reasonable efforts to cause its Board Representative to resign from the Board and the Bank Boards as promptly as possible thereafter. Each Nominating Purchaser shall promptly inform the Company and the Board if and when it ceases to maintain a Minimum Ownership Interest. (b) Subject to applicable Law and Section 4.19(a), each Board Representative shall be one of the Company’s nominees to serve on the Board. The Company shall use its reasonable best efforts to have each Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for each Board Representative to the same extent as it does for any of its other Company nominees to the Board. The Company shall ensure that the Board shall have at least four (4) members for so long as a Nominating Purchaser shall have the right to appoint a Board Representative. For a period of two years following disclosure thereof, each Nominating Purchaser covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); provided, that the foregoing shall not act as a waiver of any fiduciary duties owed by a Board Representative to the Company; provided, further, that nothing herein shall prohibit a Nominating Purchaser from disclosing any such confidential information to such Nominating Purchaser’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity, provided that such Nominating Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, further, that such Nominating Purchaser shall not be required to notify the Company of disclosures in connection with a regulatory request that does not reference the Company). Notwithstanding anything to the contrary contained herein, at all times when a Nominating Purchaser maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s policy statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein. (c) Subject to Section 4.19(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Boards of a Board Representative, the applicable Nominating Purchaser shall have the right to designate the replacement for such Board Representative, which replacement shall be reasonably acceptable to the Board and the Nominating Committee of the Board and satisfy all legal, bank regulatory and governance requirements regarding service as a director of the Company. The Board and the Bank Boards shall use their reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board or the Bank Boards), using reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be. (d) The Company hereby agrees that, from and after the Closing Date, for so long as Castle Creek and its Affiliates in the aggregate maintains a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board and the Bank Boards (or have a Board Representative whose appointment is subject to receipt of regulatory approvals), the Company shall invite a person designated by Castle Creek who shall be reasonably acceptable to the Board and the Nominating Committee of the Board (provided, that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Board and the Nominating Committee of the Board for purposes of serving as the Observer) (the “Observer”) to attend meetings of the Board or the Bank Boards, as applicable, in a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to vote on any matter presented to the Board, the Bank Boards or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board or the Bank Boards at the same time and in the same manner as the members of the Board or the Bank Boards, shall provide the Observer with all written materials and other information given to members of the Board or the Bank Boards at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any privileged or confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof. In the event the Company, the Bank or any Future Bank proposes to take any action by written consent in lieu of a meeting, the Company, the Bank or any future Bank shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards, (2) the Company and the Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, and (3) for a period of two years after such disclosure, Castle Creek shall, and shall cause its Observer to agree to, hold in confidence and trust and to act in a fiduciary manner, with respect to all information provided to such Observer (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); provided, further, that nothing herein shall prohibit Castle Creek from disclosing any such confidential information to Castle Creek’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity, provided that Castle Creek promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, further, that Castle Creek shall not be required to notify the Company of disclosures in connection with a regulatory request that does not reference the Company). If Castle Creek fails to maintain a Minimum Ownership Interest following the Closing, Castle Creek will have no further rights under this Section 4.19. (e) Each Board Representative shall be entitled to compensation and indemnification and insurance coverage in connection with his or her role as a director to the same extent as other directors on the Board or the Bank Boards, as applicable, and shall be entitled to monthly reimbursement for reasonable and documented out-of-pocket expenses incurred in attending meetings of the Board, or any committee thereof in accordance with the policies of the Company, the Bank and any Future Bank, as applicable. The Company, the Bank and any Future Bank shall notify each Board Representative and/or Observer of all regular meetings and special meetings of the Board and the Bank Boards and of all regular and special meetings of any committee of the Board and the Bank Boards that it provides to all members of the Board or the Bank Boards, as applicable. The Company shall provide each Board Representative and/or Observer with copies of all notices, minutes, consents and other material that it provides to all members of the Board or the Bank Boards, as applicable, at the same time such materials are provided to the other respective members. (f) The Company acknowledges that a Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable Nominating Purchaser and/or its respective Affiliates (collectively, the “Nominating Purchaser Indemnitors”). The Company hereby agrees that, with respect to a claim by a Board Representative for indemnification arising out his or her service as a director of the Company, the Bank or any Future Bank (1) it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Boards, as applicable) are primary and any obligation of the Nominating Purchaser Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Nominating Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company. (g) In addition to the foregoing, the Company will reimburse each Nominating Purchaser and its Affiliates for all reasonable and documented out-of-pocket expenses arising out of or related to its Board Representative’s or Observer’s, as applicable, travel to monthly meetings of the Board and the Bank Boards. (h) The Company also may exclude any Observer and/or Board Representative from portions of meetings of the Board to the extent that the Board will, in any such portion thereof, be discussing any matters directly related to the applicable Nominating Purchaser, the Transaction Documents, or any of the applicable Nominating Purchaser’s rights or obligations under any of the Transaction Documents. The Company may also exclude the Observer from portions of meetings of the Board from any discussion or review of exam related or confidential correspondence with the Federal Reserve, the FDIC or the PDBS, in each case to the extent required by applicable Law as reasonably determined by the Company’s legal counsel. Each Nominating Purchaser covenants and agrees to hold all information obtained from its Observer or Board Representative, as applicable, as provided in the prior sentence in confidence (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information) and to comply with all requirements and obligations applicable to members of the Board under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer or Board Representative, as the case may be. Each Nominating Purchaser hereby acknowledges that it is aware, and will instruct its representatives and Affiliates so that they are aware, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc)
Board Representative and Observer. (a) At any time following the Closing (and, solely with respect CPV, if Xxxxxx X. Xxxxx is no longer a director on the Board)Closing, upon the written notice by Castle Creek or CPV, as applicable (for purposes of this Section 4.19, each a “Nominating Purchaser”), [·] that it desires to appoint a representative to the Board, the Company will promptly cause an individual designated by such Nominating Purchaser [·] who shall be reasonably acceptable to the Board Company (provided that all managing principals and the Nominating Committee principals of [·], and all members of the Board ultimate parent entities of [·]’s affiliated general partners, shall be deemed reasonably acceptable to the Company for purposes hereof) (each, a the “Board Representative”) to be elected or appointed to the Board, subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and the board boards of directors of the Bank and any Future Bank (the “Bank Boards”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the CompanyBank , and subject to compliance with all corporate governance guidelines or principles that the Company may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the BoardBoard and the Bank Boards; provided that each Nominating Purchaser[·]’s right to designate a the Board Representative will continue only so long as such Nominating Purchaser[·], together with its Affiliates, in the aggregate continue to own from the Closing owns at least four point nine percent (4.9%) of the Common Stock then outstanding (the “Minimum Ownership Interest”); provided, that, with respect to Castle Creek, any bona fide Managing Principal or Principal of Castle Creek and, with respect to CPV, any bona fide partner-level professional of CPV, shall be deemed to be reasonably acceptable to the Board and the Nominating Committee of the Board. So long as a Nominating Purchaser[·], together with its Affiliates, maintains has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of such Nominating Purchaser’s the Board Representative to the Board at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If a Nominating Purchaser fails to maintain [·] no longer has a Minimum Ownership Interest, such Nominating Purchaser [·] will have no further rights under Section 4.19 4.22(a) through (b) and, at the written request of the Board, shall use commercially reasonable efforts to cause its the Board Representative to resign from the Board and the Bank Boards as promptly as possible thereafter. Each Nominating Purchaser shall promptly inform the Company and the Board if and when it ceases to maintain a Minimum Ownership Interest.
(b) Subject to applicable Law and Section 4.19(a4.22(a), each the Board Representative shall be one of the Company’s nominees to serve on the Board. The Company shall use its reasonable best efforts to have each the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for each the Board Representative to the same extent as it does for any of its other Company nominees to the Board. The Company shall ensure that the Board and the Bank Boards shall each have at least four (4) members for so long as a Nominating Purchaser [·] shall have the right to appoint a Board Representative. For a period of two years following disclosure thereof, each Nominating Purchaser [·] covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); provided, that the foregoing shall not act as a waiver of any fiduciary duties owed by a Board Representative to the Company; provided, further, that nothing herein shall prohibit a Nominating Purchaser from disclosing any such confidential information to such Nominating Purchaser’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity, provided that such Nominating Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, further, that such Nominating Purchaser shall not be required to notify the Company of disclosures in connection with a regulatory request that does not reference the Company). Notwithstanding anything to the contrary contained herein, at all times when a Nominating Purchaser [·] maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s policy statement Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein.
(c) Subject to Section 4.19(a4.22(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Boards of a the Board Representative, the applicable Nominating Purchaser [·] shall have the right to designate the replacement for such the Board Representative, which replacement shall be reasonably acceptable subject to the Board same requirements and the Nominating Committee of the Board and satisfy all legal, bank regulatory and governance requirements regarding service as a director of the Companyrestrictions applicable to an initial appointment. The Board and the Bank Boards shall use their reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board or and the Bank Boards), using reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be.
(d) The Company hereby agrees that, from and after the Closing Date, for so long as Castle Creek [·] and its Affiliates in the aggregate maintains have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board and the Bank Boards (or have a Board Representative whose appointment is subject to receipt of regulatory approvals), the Company shall invite a person designated by Castle Creek [·] who shall be reasonably acceptable to the Board and the Nominating Committee of the Board Company (provided, provided that all managing principals and principals of Castle Creek [·], and all members of the ultimate parent entities of [·]’s affiliated general partners, shall be deemed reasonably acceptable to the Board and the Nominating Committee of the Board Company for purposes of serving as the Observerhereof) (the “Observer”) to attend meetings of the Board or the Bank Boards, as applicable, in a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to vote on any matter presented to the Board, the Bank Boards or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board or the Bank Boards at the same time and in the same manner as the members of the Board or the Bank Boards, shall provide the Observer with all written materials and other information given to members of the Board or the Bank Boards at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any privileged or confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof. In the event the Company, the Bank or any Future Bank proposes to take any action by written consent in lieu of a meeting, the Company, the Bank or any future Future Bank shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; . provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standardsstandards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company Company, the Board, the Bank and the Board Bank Boards shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended (“HIPPA”), or any similar law (provided, that the Company or the Bank, as applicable, shall use commercially reasonable efforts to provide such information to the Observer in a manner that does not compromise or violate (as applicable) such attorney-client privilege, fiduciary requirements or HIPPA), and (3) for a period of two (2) years after such the date of disclosure, Castle Creek shall, and [·] shall cause its Observer to agree to, to hold in confidence and trust and to act in a fiduciary manner, with respect to all information provided to such Observer (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); ) provided, furtherhowever, that nothing herein shall prohibit Castle Creek [·] from disclosing any such confidential information to Castle Creek[·]’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity, provided that Castle Creek promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, further, that Castle Creek shall not be required to notify the Company of disclosures in connection with a regulatory request that does not reference the Company). If Castle Creek fails to maintain [·] no longer has a Minimum Ownership Interest following the ClosingInterest, Castle Creek [·] will have no further rights under this Section 4.194.22(a).
(e) Each The Board Representative shall be entitled to compensation and indemnification and insurance coverage in connection with his or her role as a director to the same extent as other directors on the Board or the Bank Boards, as applicable, and shall be entitled to monthly reimbursement for reasonable and documented out-of-pocket expenses incurred in attending meetings of the Board, or any committee thereof in accordance with the policies of the Company, the Bank and any Future Bank, as applicable. The Company, the Bank and any Future Bank shall notify each the Board Representative and/or or Observer of all regular meetings and special meetings of the Board and the Bank Boards and of all regular and special meetings of any committee of the Board and the Bank Boards that it provides to the same extent provided to all members of the Board and Bank Board. The Company, the Bank and any Future Banks shall provide the Board Representative or Observer (and [·] if there is no Board Representative or Observer, but excluding any information that is confidential and related to a regulatory examination or the Bank Boards, as applicable. The Company shall provide each Board Representative and/or Observer provision of which would violate attorney-client privilege) with copies of all notices, minutes, consents and other material that it provides to all members of the Board or and the Bank Boards, as applicablerespectively, at the same time such materials are provided to the other respective members.
(f) The Company acknowledges that a the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable Nominating Purchaser [·] and/or its respective Affiliates (collectively, the “Nominating Purchaser [·] Indemnitors”). The Company hereby agrees that, with respect to a claim by a Board Representative for indemnification arising out his or her service as a director of the Company, the Bank or any Future Bank Bank, (1) it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Boards, as applicable) are primary and any obligation of the Nominating Purchaser [·] Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Nominating Purchaser [·] Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company.
(g) In addition to the foregoing, the Company will reimburse each Nominating Purchaser [·] and its Affiliates for all reasonable fees and documented out-of-pocket expenses arising out of or related to its the Board Representative’s or the Observer’s, as applicable, ’s travel to monthly meetings of the Board and the Bank Boards.
(h) The Company also may exclude any the Observer and/or the Board Representative from portions of meetings of the Board as well as the Bank Board to the extent that the Board or the Bank Board, as the case may be, will, in any such portion thereof, be discussing any matters directly related to the applicable Nominating Purchaser[·], the Transaction Documents, or any of the applicable Nominating Purchaser[·]’s rights or obligations under any of the Transaction Documents. The Company may also exclude the Observer from portions of meetings of the Board as well as the Bank Board from any discussion or review of exam exam-related or confidential correspondence with the Federal Reserve, the FDIC or the PDBS, in each case to the extent required by applicable Law as reasonably determined by the Company’s legal counselOCC. Each Nominating Purchaser [·] covenants and agrees to hold all information obtained from its Observer or Board Representative, as applicable, Representative as provided in the prior sentence in confidence for a period of two (2) years following the date such information is provided (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information) and to comply with all requirements and obligations applicable to members of the Board under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer or Board Representativemember, as the case may be; provided, however, that nothing herein shall prohibit [·] from disclosing any such confidential information to [·]’s Affiliates or as required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity. Each Nominating Purchaser of the parties to this Agreement hereby acknowledges that it is they are aware, and will instruct its ensure that their representatives and Affiliates so that they are aware, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
Appears in 1 contract
Board Representative and Observer. (a) At any time following Following the Closing (and, solely with respect CPV, if Xxxxxx X. Xxxxx is no longer a director on the Board), upon the written notice by Castle Creek or CPV, as applicable (for purposes of this Section 4.19, each a “Nominating Purchaser”), that it desires to appoint a representative to the BoardClosing, the Company will promptly cause an individual designated by such Nominating Purchaser who shall be reasonably acceptable to Castle Creek (the Board and the Nominating Committee of the Board (each, a “Board Representative”) to be elected or appointed to the Board, subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and the board boards of directors of the Bank and any Future Bank (the “Bank Boards”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, subject to compliance with all corporate governance guidelines Bank or principles that the Company may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the BoardFuture Bank; provided that each Nominating PurchaserCastle Creek’s right to designate a the Board Representative will continue only so long as such Nominating PurchaserCastle Creek, together with its Affiliates, in the aggregate continue to own from the Closing owns at least four point nine percent (4.9%) of the Common Stock then outstanding (the “Minimum Ownership Interest”); provided, that, with respect to Castle Creek, any bona fide Managing Principal or Principal of Castle Creek and, with respect to CPV, any bona fide partner-level professional of CPV, shall be deemed to be reasonably acceptable to the Board and the Nominating Committee of the Board. So long as a Nominating PurchaserCastle Creek, together with its Affiliates, maintains has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of such Nominating Purchaser’s the Board Representative to the Board at all of the Company’s annual meeting meetings of shareholdersshareholders at which the Board Representative’s class of Board members are to be elected, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If a Nominating Purchaser fails to maintain Castle Creek no longer has a Minimum Ownership Interest, Castle Creek (i) shall promptly notify the Company of such Nominating Purchaser fact, (ii) will have no further rights under Section 4.19 and, 4.20(a) through (b) and (iii) at the written request of the Board, shall use commercially reasonable efforts to cause its the Board Representative to resign from the Board and the Bank Boards as promptly as possible thereafter. Each Nominating Purchaser shall promptly inform the Company and the Board if and when it ceases to maintain a Minimum Ownership Interest.
(b) Subject to applicable Law and Section 4.19(a4.20(a), each the Board Representative shall be one of the Company’s nominees to serve on the Board. The Company shall use its reasonable best efforts to have each the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for each the Board Representative to the same extent as it does for any of its other Company nominees to the Board. The Company shall ensure that the Board and the Bank Boards shall each have at least four (4) members for so long as a Nominating Purchaser Castle Creek shall have the right to appoint a Board Representative. For a period of two years following disclosure thereof, each Nominating Purchaser covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); provided, that the foregoing shall not act as a waiver of any fiduciary duties owed by a Board Representative to the Company; provided, further, that nothing herein shall prohibit a Nominating Purchaser from disclosing any such confidential information to such Nominating Purchaser’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity, provided that such Nominating Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, further, that such Nominating Purchaser shall not be required to notify the Company of disclosures in connection with a regulatory request that does not reference the Company). Notwithstanding anything to the contrary contained herein, at all times when a Nominating Purchaser maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s policy statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein.
(c) Subject to Section 4.19(a4.20(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Boards of a the Board Representative, the applicable Nominating Purchaser Castle Creek shall have the right to designate the replacement for such the Board Representative, which provided such replacement shall be reasonably acceptable to the Board satisfies all legal and the Nominating Committee of the Board and satisfy all legal, bank regulatory and governance requirements regarding service and election or appointment as a director of the CompanyBoard or the Bank Boards, as applicable. The Board and the Bank Boards shall use their reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board or and the Bank Boards), using reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be.
(d) The Company hereby agrees that, from and after the Closing Date, for so long as Castle Creek and its Affiliates in the aggregate maintains have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board and the Bank Boards (or have a Board Representative whose appointment is subject to receipt of regulatory approvals), the Company shall invite a person designated by Castle Creek who shall be reasonably acceptable to the Board and the Nominating Committee of the Board (provided, that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Board and the Nominating Committee of the Board for purposes of serving as the Observer) (the “Observer”) to attend meetings of the Board or the Bank Boards, as applicable, in a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to vote on any matter presented to the Board, the Bank Boards or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board or the Bank Boards at the same time and in the same manner as the members of the Board or the Bank Boards, shall provide the Observer with all written materials and other information given to members of the Board or the Bank Boards at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any privileged or confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof. In the event the Company, the Bank or any Future Bank proposes to take any action by written consent in lieu of a meeting, the Company, the Bank or any future Future Bank shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided. Notwithstanding anything to the contrary contained in this Section 4.20(d), however, that (1i) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company Company, the Bank or any Future Bank, as applicable, to comply with applicable law, regulation Law or stock exchange listing standardsstandards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2ii) the Company Company, the Board, the Bank, any Future Bank and the Board Bank Boards shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, or (B) necessary to avoid a violation of any applicable Law or any fiduciary requirements under applicable law, and (3) for a period of two years after such disclosure, Castle Creek shall, and shall cause its Observer to agree to, hold in confidence and trust and to act in a fiduciary manner, with respect to all information provided to such Observer (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); provided, further, that nothing herein shall prohibit Castle Creek from disclosing any such confidential information to Castle Creek’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental EntityLaw, provided that Castle Creek promptly notifies the Company of or the Bank or Future Bank, as applicable, shall use commercially reasonable efforts to provide such disclosure and takes reasonable steps information to minimize the extent of any such required disclosure (provided, further, that Castle Creek shall not be required to notify the Company of disclosures Observer in connection with a regulatory request manner that does not reference the Company)compromise or violate (as applicable) such attorney-client privilege, fiduciary requirements or applicable Law. If Castle Creek fails to maintain no longer has a Minimum Ownership Interest following the ClosingInterest, Castle Creek will have no further rights under this Section 4.194.20(a).
(e) Each The Board Representative shall be entitled to compensation and indemnification and insurance coverage in connection with his or her role as a director to the same extent as other directors on the Board or the Bank Boards, as applicable, and shall be entitled to monthly reimbursement for reasonable and documented out-of-pocket expenses incurred in attending meetings of the Board, or any committee thereof in accordance with the policies of the Company, the Bank and any Future Bank, as applicable. The Company, the Bank and any Future Bank shall notify each the Board Representative and/or Observer of all regular meetings and special meetings of the Board and the Bank Boards and of all regular and special meetings of any committee of the Board and the Bank Boards that it provides to all members of Boards. The Company, the Bank and any Future Banks shall provide the Board or the Bank Boards, as applicable. The Company shall provide each Board Representative and/or Observer with copies of all notices, minutes, consents and other material that it provides to all members of the Board or and the Bank Boards, as applicablerespectively, at the same time such materials are provided to the other respective members.
(f) The Company acknowledges that a the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable Nominating Purchaser Castle Creek and/or its respective Affiliates (collectively, the “Nominating Purchaser Castle Creek Indemnitors”). The Company hereby agrees that, with respect to a claim by a Board Representative for indemnification arising out his or her service as a director of the Company, the Bank or any Future Bank Bank, (1) it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Boards, as applicable) are primary and any obligation of the Nominating Purchaser Castle Creek Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Nominating Purchaser Castle Creek Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company.
(g) In addition to the foregoing, the Company will reimburse each Nominating Purchaser Castle Creek and its Affiliates for all reasonable fees and documented out-of-pocket expenses arising out of or related to its the Board Representative’s or the Observer’s, as applicable, ’s travel to monthly meetings of the Board and the Bank Boards.
(h) The Company also Notwithstanding anything to the contrary contained in this Section 4.20, the Board or the Bank Boards may exclude any Observer and/or the Board Representative and/or the Observer from portions of meetings of the Board or Bank Boards, as applicable, to the extent that the Board willor the Bank Boards, in any such portion thereofas the case may be, will be discussing (i) any matters directly related to the applicable Nominating PurchaserCastle Creek, including under the Transaction Documents, or any of the applicable Nominating PurchaserCastle Creek’s rights or obligations under any of the Transaction Documents. The Company may also exclude the Observer from portions of meetings of the Board from Documents or (ii) any discussion exam or review of exam related or other confidential correspondence with the Federal Reserve, the FDIC or the PDBSOCC, in each case to the extent required by applicable Law as reasonably determined by the Company’s legal counsel. Each Nominating Purchaser .
(i) Castle Creek covenants and agrees to hold all any information obtained from its Board Representative or Observer or Board Representativein confidence, as applicable, as provided in the prior sentence and to cause its Observer to agree to hold in confidence (and to act in a fiduciary manner with respect to all information provided to such Observer, in each case except to the extent that such information (1i) was previously known by or in the possession of such party on a nonconfidential basis, (2ii) is or becomes in the public domain through no fault of such party, (3iii) is later lawfully acquired from other sources by the party to which it was furnished or (4iv) is independently developed by such party without the use of such information) and to comply with all requirements and obligations applicable to members . Each of the Board under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only parties to the extent (if at all) applicable to the Observer or Board Representative, as the case may be. Each Nominating Purchaser this Agreement hereby acknowledges that it is they are aware, and will instruct its ensure that their representatives and Affiliates so that they are aware, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Central Federal Corp)
Board Representative and Observer. (a) At any time following Following the Closing (and, solely with respect CPVClosing, if Xxxxxx X. Xxxxx is no longer a director on the Board), upon the written notice requested in writing by Castle Creek or CPV, as applicable (for purposes of this Section 4.19, each a “Nominating Purchaser”), that it desires to appoint a representative to the BoardCreek, the Company will promptly cause an individual designated by such Nominating Purchaser Castle Creek who shall be reasonably acceptable to the Board Company (provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Nominating Committee of Company for purposes hereof) (the Board (each, a “Board Representative”) to be elected or appointed to the Board, subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company, and the board boards of directors of the Bank and any Future Bank (the “Bank Boards”), subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the CompanyBank, and subject to compliance with all corporate governance guidelines or principles that the Company may adopt, to its code of conduct and to its xxxxxxx xxxxxxx and other policies applicable to members of the BoardBoard and the Bank Boards; provided that each Nominating PurchaserCastle Creek’s right to designate a the Board Representative will continue only so long as such Nominating PurchaserCastle Creek, together with its Affiliates, in the aggregate continue to own from the Closing owns at least four point nine percent (4.9%) of the Common Stock then outstanding (the “Minimum Ownership Interest”); provided, that, with respect to Castle Creek, any bona fide Managing Principal or Principal of Castle Creek and, with respect to CPV, any bona fide partner-level professional of CPV, shall be deemed to be reasonably acceptable to the Board and the Nominating Committee of the Board. So long as a Nominating PurchaserCastle Creek, together with its Affiliates, maintains has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of such Nominating Purchaser’s the Board Representative to the Board at the Company’s annual meeting of shareholders, subject to satisfaction of all legal requirements regarding service and election or appointment as a director of the Company. If a Nominating Purchaser fails to maintain Castle Creek no longer has a Minimum Ownership Interest, such Nominating Purchaser Castle Creek will have no further rights under Section 4.19 and, at 4.22(a) through (b) and shall cause the written request of the Board, shall use commercially reasonable efforts to cause its Board Representative to immediately resign from the Board and the Bank Boards as promptly as possible thereafter. Each Nominating Purchaser Castle Creek shall promptly inform the Company and the Board if and when it ceases to maintain hold a Minimum Ownership InterestInterest in the Company.
(b) Subject to applicable Law and Section 4.19(a4.22(a), each the Board Representative shall be one of the Company’s nominees to serve on the Board. The Company shall use its reasonable best efforts to have each the Board Representative elected as a director of the Company by the shareholders of the Company, and the Company shall solicit proxies for each the Board Representative to the same extent as it does for any of its other Company nominees to the Board. The Company shall ensure that the Board and the Bank Boards shall each have at least four (4) members for so long as a Nominating Purchaser Castle Creek shall have the right to appoint a Board Representative. For a period of two years following disclosure thereof, each Nominating Purchaser Castle Creek covenants and agrees to hold any information obtained from its Board Representative in confidence (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); provided, that the foregoing shall not act as a waiver of any fiduciary duties owed by a Board Representative to the Company; provided, further, that nothing herein shall prohibit a Nominating Purchaser from disclosing any such confidential information to such Nominating Purchaser’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity, provided that such Nominating Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, further, that such Nominating Purchaser shall not be required to notify the Company of disclosures in connection with a regulatory request that does not reference the Company). Notwithstanding anything to the contrary contained herein, at all times when a Nominating Purchaser Castle Creek maintains a Minimum Ownership Interest, it shall comply in all respects with the Federal Reserve’s policy statement Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein.
(c) Subject to Section 4.19(a4.22(a), upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board or the Bank Boards of a the Board Representative, the applicable Nominating Purchaser Castle Creek shall have the right to designate the replacement for such the Board Representative, which replacement shall be reasonably acceptable to the Board and the Nominating Committee of the Board and satisfy all legal, bank regulatory and governance requirements regarding service as a director of the Company. The Board and the Bank Boards shall use their reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the Board or and the Bank Boards), using reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be.
(d) The Company hereby agrees that, from and after the Closing Date, for so long as Castle Creek and its Affiliates in the aggregate maintains have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board and the Bank Boards (or have a Board Representative whose appointment is subject to receipt of regulatory approvals), the Company shall invite a person designated by Castle Creek who shall be reasonably acceptable to the Board and the Nominating Committee of the Board Company (provided, provided that all managing principals and principals of Castle Creek shall be deemed reasonably acceptable to the Board and the Nominating Committee of the Board Company for purposes of serving as the Observerhereof) (the “Observer”) to attend meetings of the Board or the Bank Boards, as applicable, in a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to vote on any matter presented to the Board, the Bank Boards or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board or the Bank Boards at the same time and in the same manner as the members of the Board or the Bank Boards, shall provide the Observer with all written materials and other information given to members of the Board or the Bank Boards at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any privileged or confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof. In the event the Company, the Bank or any Future Bank proposes to take any action by written consent in lieu of a meeting, the Company, the Bank or any future Future Bank shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standardsstandards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company Company, the Board, the Bank and the Board Bank Boards shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended (“HIPPA”), or any similar law (provided, that the Company or the Bank, as applicable, shall use commercially reasonable efforts to provide such information to the Observer in a manner that does not compromise or violate (as applicable) such attorney-client privilege, fiduciary requirements or HIPPA), and (3) for a period of two years after such disclosure, Castle Creek shall, and shall cause its Observer to agree to, to hold in confidence and trust and to act in a fiduciary manner, with respect to all information provided to such Observer (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information); provided, further, that nothing herein shall prohibit Castle Creek from disclosing any such confidential information to Castle Creek’s Affiliates in the ordinary course of business or as may otherwise be required or requested to be disclosed by judicial or administrative process or, based on the advice of its counsel, by other requirement of Law or the applicable requirements or requests of any Governmental Entity, provided that Castle Creek promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, further, that Castle Creek shall not be required to notify the Company of disclosures in connection with a regulatory request that does not reference the Company). If Castle Creek fails to maintain no longer has a Minimum Ownership Interest following the ClosingInterest, Castle Creek will have no further rights under this Section 4.194.22(a).
(e) Each The Board Representative shall be entitled to compensation and indemnification and insurance coverage in connection with his or her role as a director to the same extent as other directors on the Board or the Bank Boards, as applicable, and shall be entitled to monthly reimbursement for reasonable and documented out-of-pocket expenses incurred in attending meetings of the Board, or any committee thereof in accordance with the policies of the Company, the Bank and any Future Bank, as applicable. The Company, the Bank and any Future Bank shall notify each the Board Representative and/or Observer of all regular meetings and special meetings of the Board and the Bank Boards and of all regular and special meetings of any committee of the Board and the Bank Boards that it provides to all members of the Board or and the Bank Boards, as applicable. The Company Company, the Bank and any Future Banks shall provide each the Board Representative and/or Observer with copies of all notices, minutes, consents and other material that it provides to all members of the Board or and the Bank Boards, as applicablerespectively, at the same time such materials are provided to the other respective members.
(f) The Company acknowledges that a the Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable Nominating Purchaser Castle Creek and/or its respective Affiliates (collectively, the “Nominating Purchaser Castle Creek Indemnitors”). The Company hereby agrees that, with respect to a claim by a Board Representative for indemnification arising out his or her service as a director of the Company, the Bank or any Future Bank Bank, (1) it is the indemnitor of first resort (i.e., its obligations to the Board Representative with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Boards, as applicable) are primary and any obligation of the Nominating Purchaser Castle Creek Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary), and (2) the Nominating Purchaser Castle Creek Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Board Representative against the Company.
(g) In addition to the foregoing, the Company will reimburse each Nominating Purchaser Castle Creek and its Affiliates for all reasonable fees and documented out-of-pocket expenses arising out of or related to its the Board Representative’s or the Observer’s, as applicable, ’s travel to monthly meetings of the Board and the Bank Boards.
(h) The Company also may exclude any the Observer and/or the Board Representative from portions of meetings of the Board as well as the Bank Board to the extent that the Board or the Bank Board, as the case may be, will, in any such portion thereof, be discussing any matters directly related to the applicable Nominating PurchaserCastle Creek, the Transaction Documents, or any of the applicable Nominating PurchaserCastle Creek’s rights or obligations under any of the Transaction Documents. The Company may also exclude the Observer from portions of meetings of the Board as well as the Bank Board from any discussion or review of exam related or confidential correspondence with the Federal Reserve, the FDIC or the PDBSNYSDFS, in each case to the extent required by applicable Law as reasonably determined by the Company’s legal counsel. Each Nominating Purchaser Castle Creek covenants and agrees to hold all information obtained from its Observer or Board Representative, as applicable, Representative as provided in the prior sentence in confidence (except to the extent that such information (1) was previously known by or in the possession of such party on a nonconfidential basis, (2) is or becomes in the public domain through no fault of such party, (3) is later lawfully acquired from other sources by the party to which it was furnished or (4) is independently developed by such party without the use of such information) and to comply with all requirements and obligations applicable to members of the Board under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer or Board Representativemember, as the case may be. Each Nominating Purchaser of the parties to this Agreement hereby acknowledges that it is they are aware, and will instruct its ensure that their representatives and Affiliates so that they are aware, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pathfinder Bancorp, Inc.)
