Conditions to the Company’s Obligation. The obligation of the Company to consummate the Closing with respect to a given Purchaser is subject to the satisfaction or written waiver by the Company of the following conditions at or prior to the Closing: 3.2.2.1 Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or the transactions contemplated by this Agreement by any Governmental Agency which imposes any restriction or condition that the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof. 3.2.2.2 With respect to that Purchaser, such Purchaser shall have delivered to the Company a duly authorized and executed signature page to this Agreement. 3.2.2.3 The representations and warranties made by that Purchaser in Section 6 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Purchaser to perform Purchaser’s obligations hereunder (and except that representations and warranties made as of a specified date need only be so true and correct as of such date). 3.2.2.4 All covenants and agreements contained in this Agreement to be performed by that Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (Franklin Financial Services Corp /Pa/), Subordinated Note Purchase Agreement (Franklin Financial Services Corp /Pa/)
Conditions to the Company’s Obligation. The obligation of the Company to consummate the Closing with respect to a given Purchaser closing of the transactions contemplated in this Agreement is subject to the satisfaction or written waiver (by Stockholders’ Representative in writing), at or before the Company Closing, of the following conditions at set forth in this Section 5.2:
(a) The Company Requisite Approval shall have been obtained;
(b) all filings, authorizations and approvals and consents set forth in Section 5.2(b) of the Disclosure Letter shall have been made with or prior to the Closing: obtained from all applicable Governmental Authorities;
3.2.2.1 Since the date of this Agreement, (c) there shall not have been be no Action pending before any action takenGovernmental Authority of competent jurisdiction that seeks to restrain, prohibit or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or invalidate the transactions contemplated by this Agreement by any Governmental Agency which imposes any restriction Agreement, and no Order or condition that applicable Law with respect thereto shall be in effect;
(d) (i) the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof.
3.2.2.2 With respect to that Purchaser, such Purchaser shall have delivered to the Company a duly authorized and executed signature page to this Agreement.
3.2.2.3 The representations and warranties made by that Purchaser of Parent and Merger Sub contained in Section 6 hereof Article 4 shall have been be true and correct as of the date Closing Date as if made as of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct Date (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Purchaser to perform Purchaser’s obligations hereunder (and except that other than those representations and warranties made as of a specified date need only specific date, which shall be so true and correct as of such date).
3.2.2.4 All , except for any breaches or inaccuracies of any representations and warranties that would not reasonably be expected to have a material adverse effect on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement; (ii) Parent and Merger Sub shall have performed or caused to have been performed, in all material respects, all of the covenants and agreements contained in required by this Agreement to be performed by that Purchaser on Parent or Merger Sub at or prior to the Closing Date Closing; and (iii) Stockholders’ Representative shall have been performed received a certificate stating that each of the conditions specified above in clauses (i) and (ii) is satisfied;
(e) Stockholders’ Representative shall have received the following:
(i) a certificate of good standing as of the most recent practicable date (which shall not be dated more than ten (10) days prior to the Closing Date) from the Secretary of State where Xxxxxx and Merger Sub are incorporated;
(ii) the certificate described in Section 5.2(d)(iii);
(iii) the Escrow Agreement, duly executed by Xxxxxx and the Escrow Agent; and
(iv) the Paying Agent Agreement, duly executed by Xxxxxx and the Paying Agent. Any agreement or complied with document to be delivered to Stockholders’ Representative pursuant to this Section 5.2, the form of which is not attached to this Agreement as an exhibit, shall be in all material respects. form and substance reasonably satisfactory to Stockholders’ Representative.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement
Conditions to the Company’s Obligation. The obligation of the Company to consummate the Closing with respect to a given Purchaser is subject to the satisfaction or written waiver by the Company of the following conditions at or prior to the Closing: :
3.2.2.1 Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or the transactions contemplated by this Agreement by any Governmental Agency which imposes any restriction or condition that the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof. .
3.2.2.2 With respect to that Purchaser, such Purchaser shall have delivered to the Company a duly authorized and executed signature page to this Agreement. .
3.2.2.3 The representations and warranties made by that Purchaser in Section 6 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Purchaser to perform Purchaser’s obligations hereunder (and except that representations and warranties made as of a specified date need only be so true and correct as of such date). .
3.2.2.4 All covenants and agreements contained in this Agreement to be performed by that Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects. .
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (ENB Financial Corp), Subordinated Note Purchase Agreement (First Keystone Corp)
Conditions to the Company’s Obligation. The With respect to a given Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes and to effect the Closing with respect to a given Purchaser is subject to the satisfaction or written waiver delivery by or at the Company direction of the following conditions at such Purchaser, on or prior to the Closing: Closing Date, of each of the following (unless the Company shall have waived such satisfaction or delivery):
3.2.2.1 (i) With respect to such Purchaser, the delivery to the Company of this Agreement, duly authorized and executed by such Purchaser.
(ii) Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or the transactions contemplated by this Agreement Agreement, by any Governmental Agency which imposes any restriction or condition that the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company or the Bank to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof. .
3.2.2.2 With respect to that Purchaser, such Purchaser shall have delivered to the Company a duly authorized and executed signature page to this Agreement.
3.2.2.3 (iii) The representations and warranties made by that Purchaser in Section 6 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Purchaser to perform Purchaser’s obligations hereunder (and except for any such representation or warranty that representations and warranties is made only as of a specified date need only be so true and correct specific date, in which case as of such specific date). .
3.2.2.4 (iv) All covenants and agreements contained in this Agreement to be performed by that Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects. .
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Quaint Oak Bancorp Inc)
Conditions to the Company’s Obligation. The obligation of the Company to consummate the Closing with respect to a given Purchaser Noteholder is subject to the satisfaction or written waiver by the Company of the following conditions at or prior to the Closing: :
3.2.2.1 3.4.1. Since the date of this Agreement, there shall has not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or the transactions contemplated by this Agreement by any an Governmental Agency which imposes any restriction or condition that the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known know to it on the date hereof.
3.4.2.
3.2.2.2 With respect to that Purchaserthe Noteholder, such Purchaser Noteholder shall have delivered to the Company a duly authorized and executed signature page to this Agreement.
3.4.3.
3.2.2.3 The representations and warranties made by that Purchaser the Noteholders in Section 6 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct (without regard to any materiality qualifications contained therein) would not reasonably be expected to materially adversely affect the ability of the Purchaser Noteholder to perform Purchaserthe Noteholder’s obligations hereunder (and except that representations and warranties made as of a specified date need only be so true and correct as of such date).
3.4.4.
3.2.2.4 All covenants and agreements contained in this Agreement to be performed by that Purchaser Noteholder on or prior to the Closing Date shall have been performed or complied with in all material respects. .
Appears in 1 contract
Conditions to the Company’s Obligation. The With respect to a given Purchaser, the obligation of the Company to consummate the Closing with respect sale of the Subordinated Notes and to a given Purchaser effect the Disbursement is subject to the satisfaction or written waiver delivery by or at the Company direction of the following conditions at such Purchaser, on or prior to the Closing: Closing Date, of each of the following (unless the Company shall have waived such satisfaction or delivery):
3.2.2.1 (i) With respect to such Purchaser, the delivery to the Company of this Agreement, duly authorized and executed by such Purchaser.
(ii) Since the date of this Agreement, there shall not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or the transactions contemplated by this Agreement Agreement, by any Governmental Agency which imposes any restriction or condition that the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company or the Bank to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof. .
3.2.2.2 With respect to that Purchaser, such Purchaser shall have delivered to the Company a duly authorized and executed signature page to this Agreement.
3.2.2.3 (iii) The representations and warranties made by that Purchaser in Section 6 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct (without regard to any materiality qualifications contained therein) would not materially adversely affect the ability of the Purchaser to perform Purchaser’s obligations hereunder (and except for any such representation or warranty that representations and warranties is made only as of a specified date need only be so true and correct specific date, in which case as of such specific date). .
3.2.2.4 (iv) All covenants and agreements contained in this Agreement to be performed by that Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects. .
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Union Bankshares Inc)
Conditions to the Company’s Obligation. The obligation of the Company to consummate the Closing with respect to a given Purchaser the Noteholder is subject to the satisfaction or written waiver by the Company of the following conditions at or prior to the Closing: :
3.2.2.1 3.4.1. Since the date of this Agreement, there shall has not have been any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or the Bank or the transactions contemplated by this Agreement by any an Governmental Agency which imposes any restriction or condition that the Company determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business or would materially reduce the economic benefits of the transactions contemplated by this Agreement to the Company to such a degree that the Company would not have entered into this Agreement had such condition or restriction been known to it on the date hereof.
3.4.2.
3.2.2.2 With respect to that Purchaserthe Noteholder, such Purchaser the Noteholder shall have delivered to the Company a duly authorized and executed signature page to this Agreement.
3.4.3.
3.2.2.3 The representations and warranties made by that Purchaser the Noteholder in Section 6 hereof shall have been true and correct as of the date of this Agreement, and shall be true and correct on the Closing Date, except where the failure to be so true and correct (without regard to any materiality qualifications contained therein) would not reasonably be expected to materially adversely affect the ability of the Purchaser Noteholder to perform Purchaserthe Noteholder’s obligations hereunder (and except that representations and warranties made as of a specified date need only be so true and correct as of such date).
3.4.4.
3.2.2.4 All covenants and agreements contained in this Agreement to be performed by that Purchaser Noteholder on or prior to the Closing Date shall have been performed or complied with in all material respects. .
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (HV Bancorp, Inc.)
