Conditions to the Share Exchange. Consummation of the Share Exchange is conditioned upon (i) the approval of this Agreement by the affirmative vote of the shareholders owning more than two-thirds of the outstanding shares of common stock of the Bank at a meeting to be held on the call of its board of directors, (ii) the receipt of all required regulatory approvals, and (iii) the receipt of an opinion of counsel as to the tax-free nature of the share exchange transaction.
Conditions to the Share Exchange. The Share Exchange shall not be consummated unless the following conditions have been satisfied:
(a) Holders of the issued and outstanding shares of Bank Common Stock shall have approved this Agreement in accordance with Virginia law and the Articles of Incorporation of the Bank, and the Bank, as the sole shareholder of the Corporation, shall have approved this Agreement. None of such approvals shall have been revoked at or prior to the Effective Time.
(b) If, in the opinion of counsel to the Corporation, such registration is required, Corporation Common Stock to be issued to the holders of Bank Common Stock pursuant to the Share Exchange shall have been duly registered pursuant to Section 5 of the Securities Act of 1933 and such registration shall not be suspended at the Effective Time. Further, to the extent required in the opinion of legal counsel to the Corporation, the Corporation shall have complied with all applicable securities law of states and other jurisdictions relating to such issuance of Corporation Common Stock.
(c) Any and all approvals or consents shall have been obtained from the Virginia State Corporation Commission, the Board of Governors of the Federal Reserve System and any other governmental agency having jurisdiction, and from other third parties that are, in the opinion of legal counsel to the Bank or the Corporation, required for the lawful consummation of the Share Exchange and the issuance and delivery of Corporation Common Stock as contemplated by this Agreement, and such approvals or consents shall not have been revoked.
(d) The Bank shall have received either (i) a ruling from the Internal Revenue Service, acceptable in form and substance to the Bank and its legal counsel, or (ii) an opinion from Xxxxxxxx Xxxxxx, in either case to the effect that:
(1) The Share Exchange either will constitute (i) a reorganization under Section 368(a)(1) of the Code, and the Bank and the Corporation each will qualify as a “party to a reorganization” within the meaning of Section 368(b) of the Code, or (ii) a transaction described in Section 351 of the Code;
(2) No gain or loss will be recognized by the shareholders of the Bank upon the exchange of their Bank Common Stock solely for Corporation Common Stock;
(3) No gain or loss will be recognized by the Corporation upon its receipt of Bank Common Stock in exchange for Corporation Common Stock in connection with the Share Exchange;
(4) The aggregate basis of the Corporation Common Stock received...
Conditions to the Share Exchange. The consummation of the Share Exchange is subject to satisfaction of the following conditions:
Conditions to the Share Exchange. 7.1 Conditions to Obligations of Each Party to Effect the Share Exchange. -------------------------------------------------------------------- The respective obligations of each party to this Agreement to effect the Share Exchange shall be subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to the Share Exchange. Consummation of the Share Exchange is conditioned upon:
(a) Approval and recommendation of this Agreement by the affirmative vote of at least two-thirds (2/3) of the directors of the Bank in office.
(b) Approval of this Agreement by the affirmative vote of the shareholders owning a majority of the outstanding shares of common stock of the Bank at a meeting to be held on the call of its board of directors.
(c) Receipt of all required regulatory approvals and compliance with applicable federal and state securities law requirements.
(d) Receipt of an opinion of counsel as to the tax-free nature of the share exchange transaction.
(e) Unless waived or reduced by the Bank, the number of shares whose holders perfected appraisal rights under the Virginia Stock Corporation Act shall not represent five percent (5%) or more of the outstanding shares of Bank common stock.
Conditions to the Share Exchange. Consummation of the Share Exchange is conditioned upon (i) the approval of this Agreement by the affirmative vote of the shareholders owning more than two-thirds of the outstanding shares of common stock of the Bank at a meeting to be held on the call of its board of directors, (ii) the receipt of the required regulatory approvals, and (iii) the receipt of an opinion of counsel as to the tax-free nature of the transaction. Upon the satisfaction of the foregoing conditions, the Share Exchange shall become effective at the time specified in a Certificate of Share Exchange to be issued by the Virginia State Corporation Commission approving the Share Exchange.
Conditions to the Share Exchange. Conditions to the Obligations of Each Party................................. 71 SECTION 7.02. Conditions to the Obligations of the Issuer................................. 73 SECTION 7.03. Conditions to the Obligations of the Principal Company Shareholders......... 73 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
Conditions to the Share Exchange. 6.1 Conditions to Each Party’s Obligations to Effect the Share Exchange
(a) Regulatory Approvals
(b) Opinions of Counsel
(c) Legal Proceedings
(d) Employment Agreement
Conditions to the Share Exchange. 30 -ii- 4 TABLE OF CONTENTS (CONTINUED)
Conditions to the Share Exchange. 6.1 Conditions Precedent to Obligations of Each Party 6.2 Conditions Precedent to Obligations of Parent 6.3 Conditions Precedent to Obligation of the Company
