Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof.
(a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date.
(b) Seller shall have performed in all material respects all obligations and covenants required to be performed by it pursuant to this Agreement on or prior to the Effective Time.
(c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.
(d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending.
(e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39
(f) No more than 15% of the outstanding shares of Seller Common Stock shall be Dissenting Shares, provided, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%.
(g) The Federal Stock Charter of Seller Bank shall have been amended to delete Section 8A thereof.
Conditions Precedent - Buyer. The obligations of Buyer under this Agreement are contingent upon each of the following:
Conditions Precedent - Buyer. The obligations of Buyer to effect the Corporate Merger shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof.
(a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and such representations and warranties shall, subject to the MAE Qualification, be true and correct as of the Closing Date as though made anew on and as of the Closing Date, unless the representation and warranty specifically relates to an earlier date.
(b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time.
(c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.
(d) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request.
(e) No more than 10% of the outstanding shares of Seller Common Stock shall be Dissenting Shares.
Conditions Precedent - Buyer. 37 ARTICLE VII TERMINATION, WAIVER AND AMENDMENT
Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof.
(a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date.
(b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time.
(c) Seller and Seller Bank each shall have delivered to Buyer a certificate, dated the date of the Closing and signed by their respective Presidents and by its Chief Financial Officers, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.
(d) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request.
(e) No more than 20% of the outstanding shares of Seller Common Stock shall be Dissenting Shares.
(f) Seller shall have provided Buyer with an accounting of all merger related expenses incurred by it through the Closing Date, including a good faith estimate of such expenses incurred but as to which invoices have not been submitted as of the Closing Date.
(g) Mx. Xxxxxx X. Heinrich shall have entered into the employment agreement as provided for in Section 5.12(b) hereof.
(h) Buyer shall have received an executed noncompetition agreement in the form attached as Exhibit B to this Agreement from each Director of Seller and each subsidiary of Seller.
(i) On the Closing Date: (i) Seller shall have total shareholder equity, computed in accordance with GAAP, of at least $16,078,000, (ii) Seller shall have total adjusted shareholder equity of at least $15,678,000 determined by reference to GAAP, without regard to the market value adjustment for any net unrealized gain or loss on securities available for sale which is designated as a “accumulated other comprehensive income(loss)” and carried as a separate component of consolidated shareholder’s equity on Selle...
Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.3 hereof:
(a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date.
(b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time.
(c) Seller and Seller Bank each shall have delivered to Buyer a certificate, dated the date of the Closing and signed, without personal liability, by their respective Presidents and by their respective Chief Financial Officers, to the effect that the conditions set forth in Sections 6.3(a), 6.3(b), 6.3(e) and 6.3(h) hereof have been satisfied.
(d) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 hereof as such conditions relate to Seller as Buyer may reasonably request.
(e) Seller shall have minimum equity capital of $3,100,000 as of the Effective Time, excluding any unrealized gain or loss in the Seller's securities portfolio as noted on the Seller Financial Statements.
(f) Seller shall have provided Buyer with an accounting of all merger-related expenses incurred by it through the Closing Date, including a good faith estimate of such expenses incurred but as to which invoices have not been submitted as of the Closing Date.
(g) All corporate action necessary to authorize the execution and delivery of this Agreement and completion of the Corporate Merger shall have been duly and validly taken by Seller and Seller Bank, including adoption of this Agreement by the requisite vote of the shareholders of Seller and Seller as the sole shareholder of Seller Bank.
(h) Since December 31, 2002, there shall not have occurred any Material Adverse Effect with respect to Seller and no event has occurred or circumstance arisen since that date which has had or is reasonably likely to have a Material Adverse Effect on Seller.
(i) The holders of not more than 10% ...
Conditions Precedent - Buyer. 40 ARTICLE VII
Conditions Precedent - Buyer. The obligations of Buyer at the Closing hereunder are subject, at Buyer's election, to the satisfaction on or prior to the date of Closing of the conditions set forth below. Notwithstanding the failure of any one or more of such conditions, Buyer may nevertheless proceed with Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent that as of the date of Closing Buyer has knowledge of the failure of any of such conditions or the breach by Seller of any of the representations or warranties contained in this Agreement and nevertheless proceeds with Closing, Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against Seller by reason of the failure of any such condition or the breach of any such representation or warranty.
(a) The representations and warranties made by Seller in this Agreement (as updated by Seller in accordance with the terms hereof) shall be complete, true and correct in all material respects on and as of the date of Closing with the same effect as though such representations and warranties had been made or given on and as of the date of Closing (except for representations and warranties that relate to a specific date).
(b) Seller shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Seller prior to or on the date of Closing including, but not limited to, the deliveries set forth in Section 1.6 of this Agreement.
(c) No Major Tenant shall have permanently ceased operating its business in its entire premises for reasons other than casualty damage, condemnation, remodeling or similar occurrence.
Conditions Precedent - Buyer. The obligations of Buyer under this Agreement are contingent upon each of the following by the respective dates indicated:
Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated by this Agreement shall be subject to satisfaction of the following conditions at or prior to the Closing Date, unless waived by Buyer.
(a) The representations and warranties of the Sellers and the Shareholders set forth in Articles III and IIIA hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.
(b) The Sellers and the Shareholders shall have performed in all material respects all obligations and covenants required to be performed by them pursuant to this Agreement on or prior to the Closing Date.
(c) Each Seller shall have procured all of the third party consents specified in Section 5.3 above.
(d) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement.
(e) Each Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by the President of such Seller, to the effect that the conditions set forth in Section 6.1(a)-(d) have been satisfied.
