Buyer Sub Sample Clauses

Buyer Sub. Buyer Sub is not and has never been a party to any material agreement and has not conducted any activities other than in connection with the organization of Buyer Sub, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Buyer Sub has not incurred or assumed any expenses or liabilities prior to the Closing.

Buyer Sub. (a) Upon its formation, Buyer Sub will be a corporation, duly organized, validly existing and in good standing under the laws of Massachusetts, all of the outstanding capital stock of which is, or will be prior to the Effective Time, owned directly or indirectly by Buyer free and clear of any lien, charge or other encumbrance. From and after its incorporation, Buyer Sub has not and will not engage in any activities other than in connection with or as contemplated by this Agreement. (b) Buyer Sub has, or will have prior to the Effective Time, all corporate power and authority to consummate the transactions contemplated hereunder and carry out all of its obligations with respect to such transactions. The consummation of the transactions contemplated hereby has been, or will have been prior to the Closing, duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer Sub.

Buyer Sub. Prior to the Effective Time, Buyer will take any and all necessary action to cause (i) Buyer Sub to be organized, (ii) Buyer Sub to become a direct or indirect wholly-owned subsidiary of Buyer, (iii) the directors and stockholder or stockholders of Buyer Sub to approve the transactions contemplated by this Agreement ARTICLE VII

Buyer Sub. 27 ARTICLE V COVENANTS OF SAFETY FUND

Buyer Sub. 37 ARTICLE VII REGULATORY AND OTHER MATTERS 7.1 PROXY STATEMENT-PROSPECTUS.......................................... 37 7.2 REGULATORY APPROVALS................................................ 38 7.3 AFFILIATES; PUBLICATION OF COMBINED FINANCIAL RESULTS............... 38

Buyer Sub. Buyer Sub was formed solely for the purpose of engaging in the Contemplated Transactions and it has not engaged in any business activities or conducted any operations other than in connection with the Contemplated Transactions. All of the outstanding Equity Interests of Buyer Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Buyer Sub are, and at the Merger Effective Time will be, owned directly or indirectly by Buyer. As of the date hereof, Buyer Sub does not have any assets or liabilities other than those incident to its formation or related to the evaluation, negotiation and execution of the Transaction Documents.

Buyer Sub. (a) Buyer Sub is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, all of the outstanding capital stock of which is, or will be prior to the Effective Time, owned directly or indirectly by the Buyer free and clear of any Lien, charge or other encumbrance. From and after its incorporation, Buyer Sub has not and will not engage in any activities other than in connection with or as contemplated by this Agreement. (b) Buyer Sub has all corporate power and authority to consummate the transactions contemplated hereunder and carry out all of its obligations with respect to such transactions. The consummation of the transactions contemplated hereby has been, or will have been prior to the Closing, duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer Sub.

Buyer Sub. Buyer will organize Buyer Sub for the sole purpose of consummating the Merger. When organized, Buyer Sub will be a limited liability company, duly formed and validly existing in good standing under the laws of the jurisdiction of its organization. Buyer will cause Buyer Sub to execute a supplement to this Agreement in the form attached as Exhibit 1.1 hereto, and, when so executed, this Agreement will be a valid and legally binding agreement of Buyer Sub, enforceable in accordance with its terms.

Buyer Sub. Prior to the Effective Time, Buyer will take any and all necessary action to cause (i) Buyer Sub to be organized, (ii) Buyer Sub to become a direct or indirect wholly-owned subsidiary of Buyer, (iii) the directors and stockholder or stockholders of Buyer Sub to approve the transactions contemplated by this Agreement, and (iv) Buyer Sub to execute one or more counterparts of this Agreement and to deliver at least one such counterpart so executed to Seller, whereupon Buyer Sub shall become a party to and bound by this Agreement. On and as of the date Buyer Sub becomes a party to this Agreement, Buyer and Buyer Sub will represent and warrant to Seller as follows: (a) Buyer Sub is a trust company in stock form, duly organized (or in organization, as the case may be), validly existing and in good standing under the laws of New Hampshire, all of the outstanding capital stock of which is, or will be prior to the Effective Time, owned directly or indirectly by Buyer free and clear of any lien, charge or other encumbrance. Since the date of its incorporation, Buyer Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Buyer Sub has, or will have prior to the Effective Time, the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by Buyer Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer Sub. This Agreement is a valid and binding obligation of Buyer Sub, enforceable in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and 28

Buyer Sub. Since the date of its incorporation, Buyer Sub has not and as of the Effective Time it will not have (a) conducted any business, (b) had assets other than the minimum statutory amount contributed by Buyer in exchange for its stock, (c) incurred liabilities other than an amount not exceeding Two Thousand Five Hundred Dollars ($2,500) representing fees and disbursements incurred in connection with incorporating and maintaining its corporation existence, or (d) made any distributions with respect to this stock or other payments except in satisfaction of liabilities referred to in clause (c) above.