Conditions to First Closing. (1) The obligation of the Investor to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing or shall prohibit or restrict the Investor or its Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals (defined below), converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any court, administrative agency, or governmental or regulatory authority or instrumentality, whether federal, state, local or foreign, or any industry self-regulatory organization (each, a “Governmental Entity”) or third party seeking to effect any of the foregoing; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date); (iii) the Company shall have performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the First Closing under this Agreement; (iv) the Company shall have delivered to the Investor a duly executed Officer’s Certificate in the form set forth in Exhibit B hereto; (v) the Company shall have caused the shares of Common Stock issuable at the First Closing and the Second Closing, as well as the Conversion Shares, to be approved for listing on the NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance; (2) The obligation of the Company to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions: (i) the representations and warranties of the Investor set forth in Section 2.3 of this Agreement shall be true and correct in all respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date); (ii) the Company and the Investor shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the First Closing; (iii) the Investor shall have performed all obligations required to be performed by it at or prior to the First Closing under this Agreement; and (iv) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Conditions to First Closing. (1) The obligation of the each Investor to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing or shall prohibit or restrict the Investor or its Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals (defined below), converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any court, administrative agency, or governmental or regulatory authority or instrumentality, whether federal, state, local or foreign, or any industry self-regulatory organization (each, a “Governmental Entity”) or third party seeking to effect any of the foregoing;
(ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(iii) the Company shall have performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the First Closing under this Agreement;
(iv) since the date hereof, there shall not have occurred any circumstance, event, change, development or effect that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company or the Company Bank;
(v) the Company shall receive gross proceeds from the sale of Common Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $18,691,000 from the investors listed in Section 1.2(a) of the Disclosure Schedule, contemporaneously with the First Closing, and all of such proceeds, other than (A) amounts used to reimburse the Investor for its out-of-pocket fees and expenses pursuant to Section 3.2 of this Agreement and (B) amounts to pay expenses of the Company related to the shareholders’ meeting to be held in connection with the Shareholder Approvals and the transactions contemplated by the Transaction Documents shall be contributed as capital to the Company Bank;
(vi) counsel for the Company shall have delivered to the Investor Investors their written opinion, dated the First Closing Date, in the form set forth in Exhibit B hereto, in form and substance satisfactory to the Investors;
(vii) the Company shall have delivered to the Investors a duly executed Officer’s Certificate in the form set forth in Exhibit B C hereto;
(vviii) the Company shall have caused the shares of Common Stock issuable at the First Closing and the Second Closing, as well as the Conversion Shares, to be approved for listing on the NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance;
(ix) the Company and the Investors shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the First Closing, including, without limitation, submission by the Investors of customary passivity commitments to the Federal Reserve and the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the CBC Act or BHC Act or otherwise be required to become a bank holding company;
(x) the Investors shall have determined, in their reasonable good faith judgment, that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition;
(xi) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dodd-Frank Wall Stxxxx Xxxxxx xxx Consumer Protection Act, shall have been enacted, issued, implemented or modified after the date hereof that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein;
(xii) except as Previously Disclosed, no Regulatory Action shall have been threatened in writing or issued by any Governmental Entity with regulatory authority over the Company and its subsidiaries and neither the Company nor the Company Bank shall have entered into an agreement with respect to or otherwise consented to a Regulatory Action;
(xiii) except as Previously Disclosed, the Company Bank shall be in compliance with the Agreement by and between the Company Bank and the Office of the Comptroller of the Currency, dated April 15, 2010 (the “OCC Agreement”), in all material respects, and after giving effect to the investment to be made hereunder at the First Closing and the investments pursuant to the Other Securities Purchase Agreements, the Company Bank’s regulatory capital ratios shall meet or exceed the requirements set forth in the OCC Agreement;
(xiv) ontemporaneously with the Closing, (a) to the extent required by applicable law or regulation, the Investor Nominees shall have received a notice of non-objection or any other approval required from the applicable bank regulators, including under the OCC Agreement, and grant of a waiver under the Depository Institution Management Interlocks Act, and (b) the Investor Nominees shall have been appointed to the board of directors of the Company (the “Board of Directors”) and the board of directors of the Company Bank;
(xv) each Investor shall have entered into an agreement with WLR SBI Acquisitionco, LLC and Siguler Guff & Company, LP, substantially on the terms set forth on Exhibit D, in a form reasonably acceptable to each Investor (the “Investors Agreement”); and
(xvi) at Closing, the Company will deliver a certificate of the Chief Executive Officer or the Chief Financial Officer certifying compliance with each of the above conditions and upon the request of the Investors shall provide sufficient detail that the Investor may verify compliance.
(2) The obligation of the Company to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) the representations and warranties of the Investor Investors set forth in Section 2.3 of this Agreement shall be true and correct in all respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(ii) the Company and the Investor Investors shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the First Closing;
(iii) the Investor Investors shall have performed all obligations required to be performed by it at or prior to the First Closing under this Agreement; and
(iv) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Conditions to First Closing. (1) The obligation of the Investor to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing or shall prohibit or restrict the Investor or its Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals (defined below), converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any court, administrative agency, or governmental or regulatory authority or instrumentality, whether federal, state, local or foreign, or any industry self-regulatory organization (each, a “"Governmental Entity”") or third party seeking to effect any of the foregoing;
(ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(iii) the Company shall have performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the First Closing under this Agreement;
(iv) since the date hereof, there shall not have occurred any circumstance, event, change, development or effect that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company or the Company Bank;
(v) the Company shall receive gross proceeds from the sale of Common Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $18,691,000 from the investors listed in Section 1.2(a) of the Disclosure Schedule, contemporaneously with the First Closing, and all of such proceeds, other than (A) amounts used to reimburse the Investor for its out-of-pocket fees and expenses pursuant to Section 3.2 of this Agreement and (B) amounts to pay expenses of the Company related to the shareholders' meeting to be held in connection with the Shareholder Approvals and the transactions contemplated by the Transaction Documents shall be contributed as capital to the Company Bank;
(vi) the Company shall have reimbursed the Investor for an amount equal to $300,000 in respect of the out-of-pocket fees and expenses incurred by the Investor in connection with the transactions contemplated hereby;
(vii) counsel for the Company shall have delivered to the Investor their written opinion, dated the First Closing Date, in the form set forth in Exhibit B hereto, in form and substance satisfactory to the Investor;
(viii) the Company shall have delivered to the Investor a duly executed Officer’s 's Certificate in the form set forth in Exhibit B C hereto;
(vix) the Company shall have caused the shares of Common Stock issuable at the First Closing and the Second Closing, as well as the Conversion Shares, to be approved for listing on the NASDAQ Global Select Market (“"NASDAQ”"), subject to official notice of issuance;
(x) the Company and the Investor shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the First Closing, including, without limitation, submission by the Investor of customary passivity commitments to the Federal Reserve and the concurrence of Federal Reserve staff that neither the Investor nor its Affiliates will control the Company for purposes of the CBC Act or BHC Act or otherwise be required to become a bank holding company (collectively, the "First Closing Approvals");
(xi) the Investor shall have determined, in its reasonable good faith judgment, that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition;
(xii) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, shall have been enacted, issued, implemented or modified after the date hereof that would, in the reasonable and good faith judgment of the Investor, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein;
(xiii) except as Previously Disclosed, no Regulatory Action shall have been threatened in writing or issued by any Governmental Entity with regulatory authority over the Company and its subsidiaries and neither the Company nor the Company Bank shall have entered into an agreement with respect to or otherwise consented to a Regulatory Action;
(xiv) except as Previously Disclosed, the Company Bank shall be in compliance with the Agreement by and between the Company Bank and the Office of the Comptroller of the Currency, dated April 15, 2010 (the "OCC Agreement"), in all material respects, and after giving effect to the investment to be made hereunder at the First Closing and the investments pursuant to the Other Securities Purchase Agreements, the Company Bank's regulatory capital ratios shall meet or exceed the requirements set forth in the OCC Agreement;
(xv) contemporaneously with the Closing, (a) to the extent required by applicable law or regulation, the Investor Nominee shall have received a notice of non-objection or any other approval required from the applicable bank regulators, including under the OCC Agreement, and grant of a waiver under the Depository Institution Management Interlocks Act, and (b) the Investor Nominee shall have been appointed to the board of directors of the Company (the "Board of Directors") and the board of directors of the Company Bank;
(xvi) each of (a) each member of the Bxxxx Family and their Affiliates and (b) Affiliates of Siguler Guff & Company, LP owning shares of the Company's capital stock shall have entered into an agreement with the Investor, substantially on the terms set forth on Exhibit D, in a form acceptable to the Investor (the "Investor Agreement"); and
(xvii) at Closing, the Company will deliver a certificate of the Chief Executive Officer or the Chief Financial Officer certifying compliance with each of the above conditions and upon the request of the Investor shall provide sufficient detail that the Investor may verify compliance.
(2) The obligation of the Company to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) the representations and warranties of the Investor set forth in Section 2.3 of this Agreement shall be true and correct in all respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(ii) the Company and the Investor shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the First Closing;
(iii) the Investor shall have performed all obligations required to be performed by it at or prior to the First Closing under this Agreement; and
(iv) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Conditions to First Closing. (1) The obligation of the Investor Investors to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing or shall prohibit or restrict the Investor Investors or its their Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals (defined below), converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any court, administrative agency, or governmental or regulatory authority or instrumentality, whether federal, state, local or foreign, or any industry self-regulatory organization (each, a “"Governmental Entity”") or third party seeking to effect any of the foregoing;
(ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(iii) the Company shall have performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the First Closing under this Agreement;
(iv) since the date hereof, there shall not have occurred any circumstance, event, change, development or effect that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company or the Company Bank;
(v) the Company shall receive gross proceeds from the sale of Common Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $18,691,000 from the investors listed in Section 1.2(a) of the Disclosure Schedule, contemporaneously with the First Closing, and all of such proceeds, other than (A) amounts used to reimburse the Investors for their out-of-pocket fees and expenses pursuant to Section3.2 of this Agreement and (B) amounts to pay expenses of the Company related to the shareholders' meeting to be held in connection with the Shareholder Approvals and the transactions contemplated by the Transaction Documents shall be contributed as capital to the Company Bank;
(vi) the Company shall have reimbursed the Investors for an amount equal to $150,000 in respect of the out-of-pocket fees and expenses incurred by the Investors in connection with the transactions contemplated hereby;
(vii) counsel for the Company shall have delivered to the Investor a duly executed Officer’s Certificate Investors their written opinion, dated the First Closing Date, in the form set forth in Exhibit B hereto, in form and substance satisfactory to the Investors;
(vviii) the Company shall have delivered to the Investors a duly executed Officer's Certificate in the form set forth in Exhibit C hereto;
(ix) the Company shall have caused the shares of Common Stock issuable at the First Closing and the Second Closing, as well as the Conversion Shares, to be approved for listing on the NASDAQ Global Select Market (“"NASDAQ”"), subject to official notice of issuance;
(x) the Company and the Investors shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the First Closing, including, without limitation, submission by the Investors of customary passivity commitments to the Federal Reserve and, to the extent requested by the Investors, the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the CBC Act or BHC Act or otherwise be required to become a bank holding company (collectively, the "First Closing Approvals");
(xi) the Investors shall have determined, in their reasonable good faith judgment, that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition;
(xii) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, shall have been enacted, issued, implemented or modified after the date hereof that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein;
(xiii) except as Previously Disclosed, no Regulatory Action shall have been threatened in writing or issued by any Governmental Entity with regulatory authority over the Company and its subsidiaries and neither the Company nor the Company Bank shall have entered into an agreement with respect to or otherwise consented to a Regulatory Action;
(xiv) except as Previously Disclosed, the Company Bank shall be in compliance with the Agreement by and between the Company Bank and the Office of the Comptroller of the Currency, dated April 15, 2010 (the "OCC Agreement"), in all material respects, and after giving effect to the investment to be made hereunder at the First Closing and the investments pursuant to the Other Securities Purchase Agreements, the Company Bank's regulatory capital ratios shall meet or exceed the requirements set forth in the OCC Agreement;
(xv) each of WLR SBI Acquisition Co, LLC, Bxxxxxx X. Xxxxx, Sxxxxx X. Xxxxx, Ixx Xxxxx, Jxxxxxx X. Xxxxx, Axxx Xxxxx and any of their respective Affiliates owning shares of the Company's capital stock shall have entered into an agreement with the Investor, substantially on the terms set forth on Exhibit D, in a form acceptable to the Investor; and
(xvi) at Closing, the Company will deliver a certificate of the Chief Executive Officer or the Chief Financial Officer certifying compliance with each of the above conditions and upon the request of the Investors shall provide sufficient detail that the Investors may verify compliance.
(2) The obligation of the Company to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) the representations and warranties of the Investor Investors set forth in Section 2.3 of this Agreement shall be true and correct in all respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(ii) the Company and the Investor Investors shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the First Closing;
(iii) the each Investor shall have performed all obligations required to be performed by it at or prior to the First Closing under this Agreement; and
(iv) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Conditions to First Closing. (1) The obligation of the each Investor to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing or shall prohibit or restrict the Investor or its Affiliates from owning, voting, or, subject to the receipt of the Shareholder Approvals (defined below), converting or exercising, any securities of the Company in accordance with the terms thereof and no lawsuit shall have been commenced by any court, administrative agency, or governmental or regulatory authority or instrumentality, whether federal, state, local or foreign, or any industry self-regulatory organization (each, a “Governmental Entity”) or third party seeking to effect any of the foregoing;
(ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(iii) the Company shall have performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the First Closing under this Agreement;
(iv) since the date hereof, there shall not have occurred any circumstance, event, change, development or effect that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company or the Company Bank;
(v) the Company shall receive gross proceeds from the sale of Common Shares pursuant to this Agreement and the Other Securities Purchase Agreements of an aggregate amount of $18,691,000 from the investors listed in Section 1.2(a) of the Disclosure Schedule, contemporaneously with the First Closing, and all of such proceeds, other than (A) amounts used to reimburse the Investor for its out-of-pocket fees and expenses pursuant to Section 3.2 of this Agreement and (B) amounts to pay expenses of the Company related to the shareholders’ meeting to be held in connection with the Shareholder Approvals and the transactions contemplated by the Transaction Documents shall be contributed as capital to the Company Bank;
(vi) counsel for the Company shall have delivered to the Investor Investors their written opinion, dated the First Closing Date, in the form set forth in Exhibit B hereto, in form and substance satisfactory to the Investors;
(vii) the Company shall have delivered to the Investors a duly executed Officer’s Certificate in the form set forth in Exhibit B C hereto;
(vviii) the Company shall have caused the shares of Common Stock issuable at the First Closing and the Second Closing, as well as the Conversion Shares, to be approved for listing on the NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance;
(ix) the Company and the Investors shall have made or obtained any application, notice, filing, approval, consent, non-objection, or exemption as may be required to, from, or by any Governmental Entity in order to consummate the transactions contemplated by the Transaction Documents to be completed at the First Closing, including, without limitation, submission by the Investors of customary passivity commitments to the Federal Reserve and the concurrence of Federal Reserve staff that neither the Investors nor their Affiliates will control the Company for purposes of the CBC Act or BHC Act or otherwise be required to become a bank holding company;
(x) the Investors shall have determined, in their reasonable good faith judgment, that consummation of the transactions contemplated by the Transaction Documents would not result in a Burdensome Condition;
(xi) no law, rule, regulation, policy, order, guideline or regulatory interpretation, other than the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, shall have been enacted, issued, implemented or modified after the date hereof that would, in the reasonable and good faith judgment of the Investors, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein;
(xii) except as Previously Disclosed, no Regulatory Action shall have been threatened in writing or issued by any Governmental Entity with regulatory authority over the Company and its subsidiaries and neither the Company nor the Company Bank shall have entered into an agreement with respect to or otherwise consented to a Regulatory Action;
(xiii) except as Previously Disclosed, the Company Bank shall be in compliance with the Agreement by and between the Company Bank and the Office of the Comptroller of the Currency, dated April 15, 2010 (the “OCC Agreement”), in all material respects, and after giving effect to the investment to be made hereunder at the First Closing and the investments pursuant to the Other Securities Purchase Agreements, the Company Bank’s regulatory capital ratios shall meet or exceed the requirements set forth in the OCC Agreement;
(xiv) ontemporaneously with the Closing, (a) to the extent required by applicable law or regulation, the Investor Nominees shall have received a notice of non-objection or any other approval required from the applicable bank regulators, including under the OCC Agreement, and grant of a waiver under the Depository Institution Management Interlocks Act, and (b) the Investor Nominees shall have been appointed to the board of directors of the Company (the “Board of Directors”) and the board of directors of the Company Bank;
(xv) each Investor shall have entered into an agreement with WLR SBI Acquisitionco, LLC and Siguler Guff & Company, LP, substantially on the terms set forth on Exhibit D, in a form reasonably acceptable to each Investor (the “Investors Agreement”); and
(xvi) at Closing, the Company will deliver a certificate of the Chief Executive Officer or the Chief Financial Officer certifying compliance with each of the above conditions and upon the request of the Investors shall provide sufficient detail that the Investor may verify compliance.
(2) The obligation of the Company to consummate the First Closing is subject to the fulfillment prior to or contemporaneously with the First Closing of each of the following conditions:
(i) the representations and warranties of the Investor Investors set forth in Section 2.3 of this Agreement shall be true and correct in all respects as of the date hereof and as of the First Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of such date);
(ii) the Company and the Investor Investors shall have obtained the approvals and authorizations of, filings and registrations with, and notifications to, and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, required to consummate the First Closing;
(iii) the Investor Investors shall have performed all obligations required to be performed by it at or prior to the First Closing under this Agreement; and
(iv) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the First Closing and no lawsuit shall have been commenced by any Governmental Entity seeking to effect any of the foregoing.
Appears in 1 contract
