Exercise of the Warrant. (a) The Holder will not exercise this Warrant unless it has obtained all required approvals, if any, of appropriate regulatory authorities having jurisdiction, including the Federal Reserve Board, pursuant to all applicable laws and regulations. Further, subject to the terms and conditions set forth in this Warrant and in the Warrant Purchase Agreement and the provisions of applicable law, the Holder will not exercise this Warrant without the written consent of First Michigan except upon the occurrence of any of the following events (a "Triggering Event"): (i) any material, willful, and intentional breach of the Merger Documents by First Michigan that would permit Huntington to terminate the Merger Documents (A) occurring after the receipt by First Michigan of a proposal to engage in an Acquisition Transaction, (B) occurring after the announcement by any other Person of an intention to engage in an Acquisition Transaction, or (C) in anticipation and for the purpose of engaging in an Acquisition Transaction; (ii) (A) a proposal to engage in an Acquisition Transaction is submitted to and approved by the shareholders of First Michigan at any time prior to May 31, 1999, or (B) a Tender Offer is commenced and the transactions contemplated in the Tender Offer are completed in such a manner that the Person making the Tender Offer acquires beneficial ownership of more than 20 percent of the capital stock or any other class of voting securities of First Michigan, and the Merger is not consummated prior to May 31, 1999; (iii) (A) a proposal to engage in an Acquisition Transaction is received by First Michigan or a Tender Offer is made directly to the shareholders of First Michigan or the intention of making an Acquisition Transaction or Tender Offer is announced at any time prior to the holding of the First Michigan Shareholders' Meeting; (B) the Board of Directors of First Michigan (1) fails to recommend to the shareholders of First Michigan that they vote their shares of First Michigan Common in favor of the approval of the Merger, (2) withdraws such recommendation previously made, (3) fails to solicit proxies of shareholders of First Michigan to approve the Merger, or (4) fails to hold the First Michigan Shareholders' Meeting; and (C) the Merger is not consummated by May 31, 1999; (b) Notwithstanding the foregoing, this Warrant shall not be exercisable in the event of the failure to consummate the Merger solely as a result of any of the following: (i) the failure of the shareholders of Huntington to approve the Merger; (ii) the failure of any Regulatory Authority to provide any required Consent to the Merger, which failure was not the result of the existence of the Acquisition Proposal or a breach by First Michigan of any of its obligations under any of the Merger Documents; or (iii) the Merger Documents are terminated pursuant to Section 9.1 of the Supplemental Agreement, unless the event giving rise to the right to terminate is preceded by a Triggering Event or the receipt by First Michigan of an Acquisition Transaction proposal, or the announcement by another Person of a proposal involving an Acquisition Transaction.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Huntington Bancshares Inc/Md), Supplemental Agreement (Huntington Bancshares Inc/Md)
Exercise of the Warrant. (a) The Holder will not exercise this Warrant unless it has obtained all required approvals, if any, of appropriate regulatory authorities having jurisdiction, including the Federal Reserve Board, pursuant to all applicable laws and regulations. Further, subject to the terms and conditions set forth in this Warrant and in the Warrant Purchase Agreement and the provisions of applicable law, the Holder will not exercise this Warrant without the written consent of First Michigan MSB except upon within ninety days after the occurrence of any of the following events (a "Triggering Event"):) and prior to the occurrence of an Exercise Termination Event:
(i) any material, willful, and intentional breach of the Merger Documents by First Michigan MSB that would permit Huntington IBC to terminate the Merger Documents (A) occurring after the receipt by First Michigan MSB of a proposal to engage in an Acquisition Transaction, (B) occurring after the announcement by any other Person of an intention to engage in an Acquisition Transaction, or (Cc) in anticipation and for the purpose of engaging in an Acquisition Transaction;
(ii) (A) a proposal to engage in an Acquisition Transaction is submitted to and approved by the shareholders of First Michigan MSB at any time prior to May December 31, 19992000, or (B) a Tender Offer is commenced and the transactions contemplated in the Tender Offer are completed in such a manner that the Person making the Tender Offer acquires beneficial ownership of more than 20 percent of the capital stock or any other class of voting securities of First MichiganMSB, and the Merger Consolidation is not consummated prior to May December 31, 19992000;
(iii) (A) a proposal to engage in an Acquisition Transaction is received by First Michigan MSB or a Tender Offer is made directly to the shareholders of First Michigan MSB or the intention of making an Acquisition Transaction or Tender Offer is announced at any time prior to the holding of the First Michigan MSB Shareholders' Meeting; and (B) the Board of Directors of First Michigan MSB (1) fails to recommend to the shareholders of First Michigan MSB that they vote their shares of First Michigan MSB Common Stock in favor of the approval of the MergerConsolidation, (2) withdraws such recommendation previously made, (3) fails to solicit proxies of shareholders of First Michigan MSB to approve the MergerConsolidation, or (4) fails to hold the First Michigan MSB Shareholders' Meeting; and (C) the Merger is not consummated by May 31, 1999;
(b) Notwithstanding the foregoing, this Warrant shall not be exercisable after the occurrence of an Exercise Termination Event which for purposes hereof means (i) the Effective Time (as defined in the event Agreement) of the failure to consummate the Merger solely as a result of any of the following: Consolidation, (iii) the failure of the shareholders of Huntington IBC to approve the MergerConsolidation; (iiiii) the failure of any Regulatory Authority to provide any required Consent to the MergerConsolidation, which failure was not the result of the existence of the Acquisition Proposal or a breach by First Michigan MSB of any of its obligations under any of the Merger Documents; or (iiiiv) the Merger Documents are terminated pursuant to Section 9.1 6.1 of the Supplemental Merger Agreement, unless the event giving rise to the right to terminate is a breach by MSB and is preceded by a Triggering Event or the receipt by First Michigan MSB of an Acquisition Transaction proposal, or the announcement by another Person of a proposal involving an Acquisition Transaction.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Independent Bank Corp /Mi/)
Exercise of the Warrant. (a) The Holder will not exercise this Warrant unless it has obtained all required approvals, if any, of appropriate regulatory authorities having jurisdiction, including the Federal Reserve Board, jurisdiction pursuant to all applicable laws and regulations. Further, subject to the terms and conditions set forth in this Warrant and in the Warrant Purchase Agreement and the provisions of applicable law, the Holder will not exercise this Warrant without the written consent of First Michigan Winter Park Bank, except upon the occurrence of any of the following events (the events described in each of the subparagraphs enumerated below shall together constitute a "Triggering Event"single event for the purposes hereof):
(i) any material, willful, and intentional material breach of the Merger Documents by First Michigan that Winter Park Bank which would permit Huntington to terminate the Merger Documents (A) occurring after the receipt by First Michigan of a proposal to engage in an Acquisition Transaction, (B) occurring after the announcement by any other Person of an intention to engage in an Acquisition Transaction, or (C) in anticipation and for the purpose of engaging in an Acquisition TransactionDocuments;
(ii) prior to the meeting of the Winter Park Bank shareholders duly called and held for the purpose of approving the Merger in accordance with the terms of the Merger Documents (the "Shareholders' Meeting"), any person or group of persons (an "Offeror") submits a proposal to Winter Park Bank relating to (A) a proposal to engage in an Acquisition Transaction is submitted to and approved by the shareholders of First Michigan at any time prior to May 31, 1999, possible sale or (B) a Tender Offer is commenced and the transactions contemplated in the Tender Offer are completed in such a manner that the Person making the Tender Offer acquires beneficial ownership other disposition of more than 20 25 percent of the shares of the capital stock or any other class of voting securities of First MichiganWinter Park Bank, including, but not limited to, an exchange or tender offer therefor, (B) the possible sale or other disposition of 15% or more of the assets of Winter Park Bank, or (C) a merger or consolidation involving Winter Park Bank, other than a transaction pursuant to which Winter Park Bank will be the surviving corporation and the Merger current shareholders of Winter Park Bank will be the owners of a majority of the stock of the surviving corporation following the transaction (any such proposal being referred to herein as an "Acquisition Proposal") and, within 18 months after the date hereof, Winter Park Bank enters into an agreement pursuant to such Acquisition Proposal with the Offeror and such transaction is not consummated prior to May 31, 1999within such 18-month period;
(iii) (A) a proposal to engage in an Acquisition Transaction is received by First Michigan or a Tender Offer is made directly to the shareholders of First Michigan or the intention of making an Acquisition Transaction or Tender Offer is announced at any time prior to the holding of the First Michigan Shareholders' Meeting, any person or group of persons commences a tender or exchange offer to acquire equity securities of Winter Park Bank if, after giving effect to such offer, such person or group would own or have the right to acquire a majority equity interest in Winter Park Bank (a "Tender Offer"), and such equity interest is acquired pursuant to such Tender Offer within 18 months after the date hereof; or
(Biv) Winter Park Bank enters into an agreement with respect to an Acquisition Proposal after the Board of Directors of First Michigan (1) fails to recommend to date hereof and such transaction is consummated within 18 months after the shareholders of First Michigan that they vote their shares of First Michigan Common in favor of the approval of the Merger, (2) withdraws such recommendation previously made, (3) fails to solicit proxies of shareholders of First Michigan to approve the Merger, or (4) fails to hold the First Michigan Shareholders' Meeting; and (C) the Merger is not consummated by May 31, 1999;date hereof.
(b) Notwithstanding As used in this Section 1, "person" or "group of persons" shall have the foregoing, this Warrant shall not be exercisable in the event of the failure meanings assigned to consummate the Merger solely as a result of any of the following: (i) the failure of the shareholders of Huntington to approve the Merger; (ii) the failure of any Regulatory Authority to provide any required Consent to the Merger, which failure was not the result of the existence of the Acquisition Proposal or a breach such terms by First Michigan of any of its obligations under any of the Merger Documents; or (iii) the Merger Documents are terminated pursuant to Section 9.1 of the Supplemental Agreement, unless the event giving rise to the right to terminate is preceded by a Triggering Event or the receipt by First Michigan of an Acquisition Transaction proposal, or the announcement by another Person of a proposal involving an Acquisition Transaction.13(d)
Appears in 1 contract
Exercise of the Warrant. (a) The Holder will not exercise this Warrant unless it has obtained all required approvals, if any, of appropriate regulatory authorities having jurisdiction, including the Federal Reserve Board, pursuant to all applicable laws and regulations. Further, subject to the terms and conditions set forth in this Warrant and in the Warrant Purchase Agreement and the provisions of applicable law, the Holder will not exercise this Warrant without the written consent of First Michigan Empire except upon the occurrence of any of the following events (a "Triggering Event"):
(i1) any material, willful, and intentional breach of the Merger Documents by First Michigan Empire that would permit Huntington to terminate the Merger Documents (A) occurring after the receipt by First Michigan Empire after February 4, 2000, of a proposal to engage in an Acquisition Transaction, (B) occurring after the announcement by any other Person of an intention to engage in an Acquisition Transaction, or (C) in anticipation and for the purpose of engaging in an Acquisition Transaction;
(ii2) (A) a proposal to engage in an Acquisition Transaction is submitted to and approved by the shareholders of First Michigan Empire at any time prior to May January 31, 19992001, or (B) a Tender Offer is commenced and the transactions contemplated in the Tender Offer are completed in such a manner that the Person making the Tender Offer acquires beneficial ownership of more than 20 percent of the capital stock or any other class of voting securities of First MichiganEmpire, and the Merger is not consummated prior to May January 31, 1999;2001; or
(iii3) (A) a proposal to engage in an Acquisition Transaction is received by First Michigan Empire after February 4, 2000, or a Tender Offer is made directly to the shareholders of First Michigan Empire or the intention of making an Acquisition Transaction or a Tender Offer is announced at any time prior to the holding of the First Michigan Empire Shareholders' Meeting; (B) the Board of Directors of First Michigan Empire (1) fails to recommend to the shareholders of First Michigan Empire that they vote their shares of First Michigan Empire Common in favor of the approval of the Merger, (2) withdraws such recommendation previously made, (3) fails to solicit proxies of shareholders of First Michigan Empire to approve the Merger, or (4) fails to hold the First Michigan Empire Shareholders' Meeting; and (C) the Merger is not consummated by May January 31, 1999;2001.
(b) Notwithstanding the foregoing, this Warrant shall not be exercisable in the event of the failure to consummate the Merger solely as a result of any of the following: (i) the failure of the shareholders of Huntington to approve the Merger; (ii1) the failure of any Regulatory Authority to provide any required Consent to the Merger, which failure was not the result of the existence of the Acquisition Proposal or a breach by First Michigan Empire of any of its obligations under any of the Merger Documents; or (iii2) the Merger Documents are terminated pursuant to Section 9.1 of the Supplemental Agreement, unless the event giving rise to the right to terminate is preceded by a Triggering Event or the receipt by First Michigan Empire after February 4, 2000, of an Acquisition Transaction proposal, or the announcement by another Person of a proposal involving an Acquisition Transaction. For purposes of this Section 1, a Tender Offer which is contingent upon the expiration of the Warrant is deemed to commence when it is announced. Empire represents to the Holder that, except with respect to the Merger Documents, there are no proposals or offers to engage in an Acquisition Transaction previously received by Empire which remain outstanding as of the close of business on February 4, 2000. Any breach of this representation by Empire will cause any such proposal or offer, whether in its original form or as amended, to be deemed to be received by Empire after February 4, 2000, for purposes of this Section 1.
(c) This Warrant shall be exercised by presentation and surrender hereof to Empire at its principal office accompanied by
(1) a written notice of exercise for a specified number of shares of Empire Common, (2) payment to Empire, for the account of Empire, of the Exercise Price for the number of shares specified in such notice, and (3) a certificate of the Holder indicating the Triggering Event that has occurred which entitles the Holder to exercise this Warrant. The Exercise Price for the number of shares of Empire Common specified in the notice shall be payable in immediately available funds.
(d) Upon such presentation and surrender, Empire shall issue promptly (and within three business days if requested by the Holder) to the Holder, or any assignee, transferee, or designee permitted by Section 1(f), the shares to which the Holder is entitled hereunder.
(e) If this Warrant should be exercised in part only, Empire shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by Empire of this Warrant, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Empire Common issuable upon such exercise, notwithstanding that the stock transfer books of Empire shall then be closed or that certificates representing such shares of Empire Common shall not then be actually delivered to the Holder. Empire shall pay all expenses, and any and all federal, state, and local taxes and other charges that may be payable in connection with the preparation, issue, and delivery of stock certificates under this Section 1 in the name of the Holder or of any assignee, transferee, or designee permitted by Section 1(f).
(f) This Warrant, once exercisable, or any warrant shares acquired by the Holder by its exercise, may be sold or transferred in whole or in part to any person, subject to the receipt by such person of approvals of appropriate regulatory authorities having jurisdiction, including the Federal Reserve Board, pursuant to all applicable laws and regulations, to the extent required.
Appears in 1 contract
Exercise of the Warrant. (a) The Holder will not exercise this Warrant unless it has obtained all required approvals, if any, of appropriate regulatory authorities having jurisdiction, including the Federal Reserve Board, pursuant to all applicable laws and regulations. Further, subject to the terms and conditions set forth in this Warrant and in the Warrant Purchase Agreement and the provisions of applicable law, the Holder will not exercise this Warrant without the written consent of First Michigan except upon the occurrence of any of the following events (a "Triggering Event"):
(i) any material, willful, and intentional breach of the Merger Documents by First Michigan that would permit Huntington to terminate the Merger Documents (A) occurring after the receipt by First Michigan of a proposal to engage in an Acquisition Transaction, (B) occurring after the announcement by any other Person of an intention to engage in an Acquisition Transaction, or (C) in anticipation and for the purpose of engaging in an Acquisition Transaction;
(ii) (A) a proposal to engage in an Acquisition Transaction is submitted to and approved by the shareholders of First Michigan at any time prior to May 31, 1999, or (B) a Tender Offer is commenced and the transactions contemplated in the Tender Offer are completed in such a manner that the Person making the Tender Offer acquires beneficial ownership of more than 20 percent of the capital stock or any other class of voting securities of First Michigan, and the Merger is not consummated prior to May 31, 1999;
(iii) (A) a proposal to engage in an Acquisition Transaction is received by First Michigan or a Tender Offer is made directly to the shareholders of First Michigan or the intention of making an Acquisition Transaction or Tender Offer is announced at any time prior to the holding of the First Michigan Shareholders' Meeting; (B) the Board of Directors of First Michigan (1) fails to recommend to the shareholders of First Michigan that they vote their shares of First Michigan Common in favor of the approval of the Merger, (2) withdraws such recommendation previously made, (3) fails to solicit proxies of shareholders of First Michigan to approve the Merger, or (4) fails to hold the First Michigan Shareholders' Meeting; and (C) the Merger is not consummated by May 31, 1999;
(b) Notwithstanding the foregoing, this Warrant shall not be exercisable in the event of the failure to consummate the Merger solely as a result of any of the following: (i) the failure of the shareholders of Huntington to approve the Merger; (ii) the failure of any Regulatory Authority to provide any required Consent to the Merger, which failure was not the result of the existence of the Acquisition Proposal or a breach by First Michigan of any of its obligations under any of the Merger Documents; or (iii) the Merger Documents are terminated pursuant to Section 9.1 of the Supplemental Agreement, unless the event giving rise to the right to terminate is preceded by a Triggering Event or the receipt by First Michigan of an Acquisition Transaction proposal, or the announcement by another Person of a proposal involving an Acquisition Transaction.by
Appears in 1 contract
