Certain Process Matters Sample Clauses

Certain Process Matters. (a) Subject to and effective upon the execution and delivery of this Agreement, upon a recommendation from the Special Committee, a majority of the members of the Board of Directors has approved in advance, for purposes of Section 23B.19.040(1) of the Washington Business Corporation Act (the “Washington Act”), the formation of a group among the signatories hereto and certain other persons who are not yet members with you of a “group” under Section 13(d)(3) of the Exchange Act (the “Transaction Group”) that may, as a result of the Transaction Group’s “beneficial ownership” (as defined in the Washington Act) of shares of the Company’s common stock constitute an “acquiring person” as defined in the Washington Act. Each of you (i) represents and warrants to the Company that prior to the execution and delivery of this Agreement such person has not taken any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act and (ii) covenants that such person shall not take any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act. It is understood and agreed that each of you that is a signatory hereto is executing and delivering this Agreement individually, that no decision has been made by you at this time to form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than as between the signatories hereto) to vote, acquire or dispose of any securities of the Company or any of its subsidiaries or to act as a partnership, syndicate, or other group for the purpose of acquiring, holding, or dispersing of any securities of the Company or any of its subsidiaries, and that the execution and delivery of this Agreement by all signatories does not, in and of itself, give rise to the formation of such a “group”, partnership, syndicate, or other group. Upon the formation of any partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act between you and one or more members of the Transaction Group other than the signatories hereto, such other person shall promptly execute and deliver to the Company a joinder to this Agreement agreeing to be bound by your obligations hereunder. Notwithstanding whether any partnership, syndicate, or other group for the purpose of acquiring, holding or disper...
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Certain Process Matters 
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Related to Certain Process Matters

  • Certain Proceedings There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Buyer's Knowledge, no such Proceeding has been Threatened.

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • Certain Policies Prior to the Effective Date, each of the Company and its Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 7.01(a) and 7.01(b); and further provided that in any event, no accrual or reserve made by the Company or any of its Subsidiaries pursuant to this Section 6.15 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of the Company or its management with any such adjustments.

  • Presumptions and Burdens of Proof; Effect of Certain Proceedings (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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