Events Preceding Effectiveness. Shore Bancshares and the Shore Subsidiaries will use commercially reasonable efforts to assure that each of the events specified in Section 2 which require action on its part shall occur on or before the Effective Date.
Events Preceding Effectiveness. Talbot Bancshares and the Talbot Subsidiaries will use commercially reasonable efforts to assure that each of the events specified in Section 2 which require action on its part shall occur on or before the Effective Date.
Events Preceding Effectiveness. On or before the Effective Date the following shall have occurred:
(a) A majority of the Boards of Directors of each of Shore Bancshares and Talbot Bancshares shall have approved and agreed to this Plan and the Merger;
(b) A majority of the Board of Directors of each of Shore Bancshares and of Talbot Bancshares, respectively, shall have approved and agreed to the Stock Option Agreements (the "Stock Option Agreements") in the forms attached as Appendix IV and Appendix V; and Shore Bancshares and Talbot Bancshares, respectively, shall have authorized and reserved an adequate number of shares of its Common Stock for issuance upon exercise of the option granted by such Stock Option Agreements, and taken all actions necessary to fulfill its obligations thereunder;
(c) the Boards of Directors of each of Shore Bancshares and Talbot Bancshares shall call a meeting of the stockholders of each of Shore Bancshares and Talbot Bancshares. Notice of the time and place of the meeting shall be provided in accordance with Md. General Corporation Law (S) 2-504, and this Plan and the Merger shall have been ratified and confirmed by the affirmative vote of not less than two-thirds of the issued and outstanding voting stock of Shore Bancshares at its meeting and not less than two-thirds of the issued and outstanding voting stock of Talbot Bancshares at its meeting, in accordance with Md. General Corporation Law (S) 3-105(e);
(d) Shore Bancshares and Talbot Bancshares shall have procured the required approval, consent, waiver, or other administrative action with respect to this Plan and the transactions contemplated hereby by the Board of Governors of the Federal Reserve System (the "Federal Reserve") under Section 3(a)(5) of the Bank Holding Company Act of 1956, as amended;
(e) Shore Bancshares and Talbot Bancshares shall have procured the required approval, consent, waiver, or other administrative action with respect to this Plan and the transactions contemplated hereby by the Maryland Commissioner of Financial Regulation under Md. Fin. Ins. Code (S) 5-904;
(f) Talbot Bank shall have procured the required approval, consent, waiver, or other administrative action with respect to this Plan and the transactions contemplated hereby by the Maryland Commissioner of Financial Regulation under Md. Fin. Ins. Code (S) 5-403; and
(g) the parties shall have procured all other regulatory approvals, consents, waivers, or administrative actions of governmental entities or other persons or a...
Events Preceding Effectiveness. On or before the Effective Date, the following shall have occurred:
(a) a majority of each of the Executive Committee of the Board of Directors or the Board of Directors of AmericasBank and a disinterested majority of the Board of Directors of Rushmore shall have approved this Agreement and the transactions provided for herein; and
(b) the OTS and the FDIC shall have approved this Agreement and transactions provided for herein.
(c) the closing of the sale of the Baltimore Branch to AmericasBank referred to in Section 1 hereof.
Events Preceding Effectiveness. This agreement is contingent on Buyers substitution of Traderight's cash in the capital accounts and other pre paid expenses as per per Exhibit "A" upon contract execution and the cash in the capitol accounts per Exhibit "A" and other pre paid expenses as per Exhibit "A" being paid to Gardyn upon signing of the Purchase and Sale agreement. This agreement is subject to Buyers receiving approval, registration and membership by the NASD, SEC, State of Florida, etc. as required by lawfully continue the Broker/Dealer as a going concern. The Buyer of Traderight shall have procured all regulatory approvals, consents, waivers or administrative actions of governmental entities or other persons or agencies that are necessary or appropriate to the consummation of the transactions contemplated by this Agreement, and no approval, consent, waiver or administrative action referred to in this Section shall have included and condition or requirement that would (i) result in a materially adverse effect on Buyers or Sellers or (ii) so materially and adversely affect the economic or business benefits of the purchase that Buyers, in the judgment of Buyers and Seller, would not have entered into this Agreement has such conditions or requirements been known at the date hereof.
Events Preceding Effectiveness. On or before the Effective Date, the following shall have occurred:
2.1. the Board of Directors of Purchaser and of Seller shall have approved this Agreement and the transactions provided for herein; and
2.2. The Federal Deposit Insurance Corporation and the West Virginia Division of Banking and any other applicable regulatory agencies shall have approved this Agreement and the transactions provided for herein.
Events Preceding Effectiveness. On or before the Effective Date, the following shall have occurred:
(a) a majority of each of the Board of Directors of the Company and the Bank shall have advised and approved this Plan;
(b) the Share Exchange shall have been submitted to the stockholders of the Bank for their consideration and approved by the holders of not less than two-thirds of the issued and outstanding voting stock of the Bank at a meeting duly called for that purpose;
(c) the Federal Reserve shall have received and accepted the Holding Company Notice or accepted any other required notice, or approved any other required application, with respect to the formation of a holding company;
(d) the Maryland Commissioner of Financial Regulation shall have accepted and approved the Application for a Banking Institution to have an Affiliate and any and all other applications or notices relating to the Share Exchange required by the Financial Institutions Article of the Annotated Code of Maryland;
(e) the State Department of Assessments and Taxation of Maryland shall have accepted for record Articles of Share Exchange substantially in the form attached hereto as Exhibit A;
(f) any and all other approvals and third-party consents necessary and proper to effectuate the Share Exchange shall have been obtained; and
(g) the stockholders of the Bank have not expressed an intention to dispose of more than 20% of the shares of Company Stock that they will receive in the Share Exchange.
Events Preceding Effectiveness. On or before the Effective Date, the following shall have occurred:
(a) the Board of Directors or Executive Committee thereof of Purchaser and of Seller shall have approved this Agreement and the transactions provided for herein; and
(b) the Office of Thrift Supervision and any other applicable regulatory agencies shall have approved this Agreement and the transactions provided for herein.
Events Preceding Effectiveness. 2 3. Representations and Warranties of Suburban Bancshares......................4 3.1. Organization, Standing, and Capitalization of Suburban Bancshares and the Suburban Subsidiaries.....................4 3.2. Financial Statements..................................................5 3.3. Taxes.................................................................5 3.4. No Undisclosed Liabilities............................................6 3.5. Absence of Certain Changes or Events..................................6 3.6. Complete and Accurate Disclosure...................................
Events Preceding Effectiveness. Suburban Bancshares and the Suburban Subsidiaries will use commercially reasonable efforts to assure that each of the events specified in Section 2 which require action on its part shall occur on or before the Effective Date.
