Covenants of the Company and the Bank. The Company and the Bank hereby jointly and severally covenant with the Agent as follows:
(a) The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.
(b) Neither the Bank nor the Company will, at any time after the Conversion Application and Holding Company Application are approved by the Agencies, file any amendment or supplement to such Applications without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.
(c) The Company and the Bank will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-approval amendment to the Conversion Application and Holding Company Application to be approved by the Agencies and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) when the Conversion Application and Holding Company Application, as amended have been approved by the Agencies; (iii) any comments from the Commission, the Agencies or any other governmental entity with respect to the Offering or the transactions contemplated by this Agreement; (iv) of the request by the Commission, the Agencies or any other governmental entity for any amendment or supplement to the Registration Statement, the Conversion Application and the Holding Company Application or for additional information; (v) of the issuance by the Commission, the Agencies or any other governmental entity of any order or other action suspending the Offering or the use of the Registration Statement or the Prospectus or any other filing of the Company or the Bank under the Conversion Regulations, BHC Act or other applicable law, or the threat of any such action; (vi) the issuance by the Commission, the Agencies or any authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose; or (vii) of the occurrence of...
Covenants of the Company and the Bank. 15.1 The Company shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement.
(b) A copy of the charter documents and by-laws of the Company and all amendments thereto.
(c) Copies of each vote of the Directors designating authorized persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons.
(d) Certificates as to any change in any officer or Director of the Company.
(e) If applicable a specimen of the certificate of Shares in each Fund of the Company in the form approved by the Directors, with a Certificate as to such approval.
(f) Specimens of all new certificates for Shares, accompanied by the Directors' resolutions approving such forms.
(g) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Company.
(h) A list of all Shareholders of the Fund(s) with the name, address and tax identification number of each Shareholder, and the number of Shares of the Fund(s) held by each, certificate numbers and denominations ( if any certificates have been issued), lists of any account against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund(s).
(i) An opinion of counsel (whether in-house or outside) for the Company with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933.
(j) Copies of the Fund(s) registration statement on Form N-1A (if applicable)as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto.
(k) Such other certificates, documents or opinions as the Bank may deem necessary or appropriate for the Bank in the proper performance of its duties hereunder.
15.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.
15.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Bank agrees ...
Covenants of the Company and the Bank. 9.1 The Company shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the Company and all amendments thereto.
(c) Shares will be transferred upon presentation to the Bank of Shares to its electronic account at DTC, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock transfer taxes, if any. In the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and without further approval of the Company, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on documents submitted to it are valid and genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the Company, a guaranty of signature by an "eligible guarantor institution" meeting the requirements of the Bank, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Bank in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Company shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws.
(d) The Bank assumes no responsibility with respect to the transfer of restricted securities where ...
Covenants of the Company and the Bank. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, the Company and the Bank shall carry on their respective businesses in the ordinary course consistent with past practices and, to the extent consistent therewith, the Company will use its reasonable efforts to (w) preserve intact the business organization of the Company and the Bank, (x) keep available to itself and Buyer the present services of the current officers and employees of the Company and the Bank, (y) preserve for itself and Buyer the goodwill of the customers of the Company and the Bank and others with whom business relationships exist, and (z) maintain and expand the deposits of the Bank. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 of the Company Disclosure Schedule or as otherwise contemplated by this Agreement or consented to in writing by Buyer, neither the Company nor the Bank shall:
(a) declare or pay any dividends on, or make other distributions in respect of, any of its capital stock;
(b) (i) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (ii) repurchase, redeem or otherwise acquire any of its shares, or any securities convertible into or exercisable for any shares of its capital stock; or (iii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien or authorize or propose the issuance, delivery, sale, pledge or encumbrance of or the imposition of any Lien on, any shares of its capital stock or any securities (including without limitation any Company Option) convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing, except, in the case of clause (iii), for the issuance of Company Capital Stock upon the exercise or fulfillment of rights or options issued or existing pursuant to employee benefit plans, programs or arrangements, all to the extent outstanding and in existence on the date of this Agreement and in accordance with their present terms;
(c) amend its Articles of Incorporation Bylaws or other similar governing documents;
(d) make any capital expenditures other than those which (i) are made in the ordinary c...
Covenants of the Company and the Bank. The Company (on behalf of itself and the Bank) and the Bank (on behalf of itself) each hereby covenant and agree as follows:
Covenants of the Company and the Bank. The Company and the Bank covenant with the Agent as follows:
(a) The Company and the Bank will prepare and file such amendments or supplements to the Registration Statement, the Prospectus, the Conversion Application and the Proxy Statement as may hereafter be required by the Securities Act Regulations or the Conversion Regulations or as may hereafter be requested by the Agent. Following completion of the Subscription and Community Offering, in the event of a Syndicated Community Offering, the Company and the Bank will (i) promptly prepare and file with the Commission a post-effective amendment to the Registration Statement relating to the results of the Subscription and Community Offering, any additional information with respect to the proposed plan of distribution and any revised pricing information or (ii) if no such post-effective amendment is required, file with, or mail for filing to, the Commission a prospectus or prospectus supplement containing information relating to the results of the Subscription and Community Offering and pricing information pursuant to Rule 424 of the Securities Act Regulations, in either case in a form acceptable to the Agent. The Company and the Bank will notify the Agent immediately, and confirm the notice in writing, (i) of the effectiveness of any post-effective amendment to the Registration Statement, the filing of any supplement to the Prospectus and the filing of any amendment to the Conversion Application, (ii) of the receipt of any comments from the Superintendent, the FDIC, the Federal Reserve or the Commission with respect to the transactions contemplated by this Agreement or the Plan, (iii) of any request by the Commission, the Superintendent or the FDIC for any amendment to the Registration Statement or the Conversion Application or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Superintendent or the FDIC of any order suspending the Offerings or the use of the Prospectus or the initiation of any proceedings for that purpose, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (vi) of the receipt of any notice with respect to the suspension of any qualification of the Securities for offering or sale in any jurisdiction. The Company and the Bank will make every reasonable effort to prevent the issuance of any stop order and, if any stop ...
Covenants of the Company and the Bank. 9.1 The Company shall on behalf of each of the Funds promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of the Company authorizing the appointment of the Bank and the execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the Company and all amendments thereto.
9.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.
9.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Company on and in accordance with its request.
9.4 The Bank and the Company agree on behalf of themselves and their employees that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including, but not limited to, all information concerning the Funds or their shareholders, shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law after prior notification and approval in writing by the other party.
Covenants of the Company and the Bank. 49 Section 7.1 Access to Information Concerning Properties and Records 49 Section 7.2 Conduct of the Business of the Company and the Bank Pending the Closing Date 49 Section 7.3 No Solicitation of Other Offers 54 Section 7.4 Company Shareholder Meeting and Approval 56 Section 7.5 Pre-Closing Adjustments 56 Section 7.6 Human Resources Issues 57 Section 7.7 BWC Real Estate Sale 57 Section 7.8ESOP. 57 Section 7.9 Fee Schedule and Estimate 58 Section 7.10 Closing Financial Statements 59 Section 7.11Filings 59 Section 7.12 Non-USRPHC Certificate 59 Section 7.13 Stockholder Litigation 59 ARTICLE VIII COVENANTS OF ACQUIROR 60 Section 8.1 Reservation and Issuance of Acquiror Shares 60 Section 8.2NYSE 60 Section 8.3 Directors’ and Officers’ Insurance 60 Section 8.4 Advisory Board 61 ARTICLE IX CONDITIONS PRECEDENT 61 Section 9.1
Covenants of the Company and the Bank. The Company and the Bank covenant with the Agent as follows:
(a) The Company and the Bank will prepare and file such amendments or supplements to the Registration Statement, the Prospectus, the Conversion Application and the Proxy Statement as may hereafter be required by the Securities Act Regulations or the Conversion Regulations or as may hereafter be requested by the Agent. Following
Covenants of the Company and the Bank. The Company and the Bank hereby jointly and severally covenant with the Agent as follows: (a) The Company will not file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.
