Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other with respect to, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition. (b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made.
Appears in 3 contracts
Samples: Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (Tib Financial Corp.)
Filings; Other Actions. During the period commencing on the date hereof and terminating on the earlier to occur of (a) Subject to the conditions set forth in Closing and (b) the termination of this Agreement and in accordance with the last sentence of this Section 3.1(aprovisions hereof (the “Pre-Closing Period”), each of the Purchaser, on the one hand, and the Company and the BankCompany, on the other hand, will cooperate and consult with the other and use their respective reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such the transactions contemplated by this Agreement or to evidence such events or matters. In furtherance (but not in limitation) of particular, the foregoing, Purchaser and the Company shall use all reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of as promptly as reasonably practicable following the date hereof, submit the notifications under the HSR Act, with respect to the transactions contemplated hereby, including the issuance of the Purchased Shares to the Purchaser (and the issuance of Common Stock upon conversion of any Purchased Shares). The Purchaser and the Company will have the right to review in advance, and to the extent reasonably practicable, each will consult with the other with respect toother, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as reasonably practicable. Each party hereto agrees to keep the other party reasonably apprised of the status of matters referred to in this Section 3.1(a)4.1. The Purchaser shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish the Purchaser, to the extent permitted by applicable lawLaw, with copies of written communications received by it or their subsidiaries from, or delivered by any of the foregoing to, its Subsidiaries from any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement herein to the contrary, Purchaser under no circumstances shall not any Company Group Member be required to furnish (x) make any payment to any Person to secure such Person’s consent, approval or authorization (excluding any applicable filing fees or other de minimis expenses that are required to be paid by the Company with any Company) or (1y) personal biographical proffer to, or financial information agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of the directorsits assets, officers, employees, managers operations or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Conditionrights.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made.
Appears in 2 contracts
Samples: Investment Agreement, Investment Agreement (Beacon Roofing Supply Inc)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), The Purchaser, on the one hand, and the Company and the BankCompany, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreementhereby. Each party shall execute and deliver deliver, both before and after the Closing Closing, such further certificates, agreements and other documents documents, and shall take such other actions as the other party may reasonably request to consummate or implement such transactions contemplated by this Agreement or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. The Purchaser and the Company will have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other with respect toother, in each case case, subject to applicable laws relating to the exchange of information, all the information relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement to which it will be party contemplated by this Agreementparty. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of the matters referred to in this Section 3.1(a4.1(a). The Purchaser shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish the Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or their subsidiaries its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to For the contraryavoidance of doubt, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any none of the directors, officers, employees, managers or partners of foregoing obligations shall require the Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or would result in the aggregate with any other actionsPurchaser or its Affiliates being deemed to control the Company for purposes of the BHCA or the cross-guaranty liability provisions of the FDIA or that would require the Purchaser or its Affiliates to register as a bank holding company, conditions, limitations, restrictions or requirements that would or would be reasonably likely to result in a the imposition of any Burdensome Condition.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representativesPurchaser, on the one hand, agrees to furnish to the Company, and the SEC or its staffCompany, on the other hand, with respect agrees to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement furnish to the proxy Purchaser, subject to all applicable laws relating to the exchange of information, all information concerning itself, its Affiliates, directors, officers and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of such party’s subsidiaries to any Governmental Entity in connection with the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser Closing and the Company agrees promptly to correct any information provided other transactions contemplated by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madethis Agreement.
Appears in 2 contracts
Samples: Investment Agreement (WashingtonFirst Bankshares, Inc.), Investment Agreement (WashingtonFirst Bankshares, Inc.)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation North Carolina Commissioner within twenty (20) calendar days of the date hereof. Purchaser and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other with respect to, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates (other than the personal biographical information of any of the directors, officers, employees, managers, investors or partners of Purchaser or any of its present of former Affiliates required to be disclosed by the Company by reason of the fact that such person will be appointed or elected to the Company’s Board of Directors) or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call and hold a special meeting of its shareholdersshareholders (the “Shareholder Meeting”), as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, date hereof to vote on a proposal (the “Shareholder Proposal”) to (1) amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit 300,000,000 shares, (2) approve the issuance of all and sale of the Conversion Purchased Shares and (3) to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentionsabstentions and subject to Section 3.4(b)) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made.and
Appears in 2 contracts
Samples: Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (Capital Bank Corp)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation Tennessee DFI within twenty (20) calendar days of the date hereof. Purchaser Purchaser, the Company and the Company Bank will have the right to review in advance, and to the extent practicable, each will consult with the other others with respect to, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, to the extent permitted by applicable lawLaw, with copies of written communications received by it or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates (other than the personal biographical information of any of the directors, officers, employees, managers, investors or partners of Purchaser or any of its present of former Affiliates required to be disclosed by the Company by reason of the fact that such person will be appointed or elected to the Company’s Board of Directors) or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call and hold a special meeting of its shareholdersshareholders (the “Shareholder Meeting”), as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, date hereof to vote on a proposal (the “Shareholder Proposal”) to (1) amend the Articles of Incorporation Charter to (i) increase the number of authorized shares of Common Stock to at least such number as shall be sufficient 300,000,000 shares, (ii) reduce the par value per share of Common Stock to permit issuance of all an amount equal to or less than $0.01 and (iii) expressly exempt Purchaser, its Affiliates and associates and their respective successors and assigns from the provisions Section 9 of the Conversion Charter (the form of such amendment being acceptable to the Purchaser in its sole discretion), (2) approve the issuance and sale of the Purchased Shares and any shares purchased pursuant to consummate Section 4.7, (3) approve the Rights Offeringmerger of the Bank with and into a subsidiary of Purchaser on terms consistent with Exhibit D and (4) remove Section 8(j) from the Charter. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentionsabstentions and subject to Section 3.4(b)) (such recommendation, the “Company Recommendation”) and Purchaser shall shall, to the extent permitted by applicable Law, vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting the Shareholder Meeting there shall occur any event that is required to should, upon the advice of the Company’s outside legal counsel, be set forth in an amendment or supplement to the proxy statementProxy Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws Laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In For the event that the approval avoidance of the Shareholder Proposal is not obtained at such special shareholders meetingdoubt, the Company shall include a proposal to approve (and the Board of Directors obligations of the Company to call and hold the Shareholder Meeting and to file, finalize and mail the proxy statement related thereto shall unanimously recommend approval not be affected by the receipt of (subject to any legally required abstentions) and Purchaser shall vote all shares owned Acquisition Proposal or by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madeany Adverse Recommendation Change.
Appears in 2 contracts
Samples: Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (Green Bankshares, Inc.)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Each Purchaser, on the one hand, and the Company and the BankCompany, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement, to satisfy all of the conditions precedent to the obligations of such party thereto and defend any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; provided, that nothing in this Agreement shall obligate such Purchaser to disclose the identities of limited partners, shareholders or members of such Purchaser or its Affiliates or investment advisors or other confidential proprietary information of such Purchaser or any of its Affiliates (collectively, “Proprietary Information”). Each party All parties shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Each Purchaser and the Company will have the right to review in advance, and to the extent practicable, practicable each will consult with the other with respect toother, in each case subject to applicable laws Laws relating to the exchange of information, all the information (other than Proprietary Information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party All parties hereto agrees to keep the other party parties apprised of the status of matters referred to in this Section 3.1(a). Each Purchaser shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish each Purchaser, to the extent permitted by applicable lawLaw, with copies of written communications received by it or their subsidiaries its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything the foregoing, in this Agreement to the contrary, no event shall any Purchaser shall not be required to furnish become a bank holding company, accept any Burdensome Condition in connection with the transactions contemplated by this Agreement, or be required to agree to provide capital to the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related Company Subsidiary thereof other than the Purchase Price to be paid for the Notes to be purchased by it pursuant to the organizational terms of, or investors subject to the conditions set forth in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome ConditionAgreement.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representativesEach Purchaser, on the one hand, agrees to furnish the Company, and the SEC or its staffCompany, on the other hand, with respect agrees, upon request, to furnish to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth Purchaser, in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and each case to the extent legally permissible and not in contravention of any contractual obligation, all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of such other parties or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement; provided, that such Purchaser shall only be required to provide information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information only to the extent required typically provided by applicable laws such Purchaser to such Governmental Entities under such Purchaser’s policies consistently applied and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and such confidentiality requests as such Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madereasonably seek.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (Southern National Bancorp of Virginia Inc), Subordinated Note Purchase Agreement (Eagle Bancorp Montana, Inc.)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), PurchaserThe Investor, on the one hand, and the Company and the BankCompany, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions Transaction contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. .
(b) Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions Transaction or to evidence such events or matters. In furtherance (but not in limitation) of particular, the foregoing, Purchaser shall Investor will use the Investor’s reasonable best efforts to file any required applicationspromptly obtain or submit, notices and the Company will cooperate as may reasonably be requested by the Investor to help the Investor promptly obtain or other submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings with with, the Federal Reserve Board and the Florida Office of Financial Regulation within twenty Regulation, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from any other regulatory authorities, for the Transaction contemplated by this Agreement.
(20c) calendar days of the date hereof. Purchaser The Investor and the Company will have the right to review in advance, and to the extent practicable, practicable each will consult with the other with respect toother, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions Transaction to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. .
(d) Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a)9. Purchaser The Investor shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish Purchaserthe Investor, to the extent permitted by applicable law, with copies of written communications received by it or their its subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity governmental entity in respect of the transactions Transaction contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made.
Appears in 2 contracts
Samples: Stock Purchase Agreement (OptimumBank Holdings, Inc.), Stock Purchase Agreement (OptimumBank Holdings, Inc.)
Filings; Other Actions. (a) Subject to the terms and conditions set forth in this Agreement and the last sentence of this Section 3.1(a)Agreement, Purchaser, on the one hand, Purchaser and the Company and the Bank, on the other hand, will shall cooperate and consult with the each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable best efforts to prepare take or cause to be taken all actions, and file do or cause to be done all necessary documentationthings, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings reports and other documents, filings and to obtain as promptly as practicable all necessary permits, consents, ordersregistrations, approvals approvals, permits and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to be obtained from any Third Party and/or any Governmental Authority in order to consummate the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company will shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other on and consider in good faith the views of the other in connection with respect to, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or any notice (including each of the notices set forth on Schedule 2.3(f)(ii)) or written materials submitted to, any third party or Third Party and/or any Governmental Entity Authority in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing rightrights, each of the parties hereto agrees to Company and Purchaser shall act reasonably and as promptly as practicable. Each party hereto agrees .
(b) Subject to keep the other party apprised applicable Laws, each of the status of matters referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company and the Bank, and the Company shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates, directors, officers and the Bank shall promptly furnish stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Purchaser, to the extent permitted by applicable law, with copies of written communications received by it Company or their subsidiaries from, or delivered by any of the foregoing to, their respective Affiliates to any Governmental Entity Authority in respect of connection with the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made.
Appears in 1 contract
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, Each party hereto will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary permits, consents, orders, approvals approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting periodperiods, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, Transaction Documents and to perform the its covenants contemplated by this Agreementthe Transaction Documents. Each party hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the any other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company Each party hereto will have the right to review in advance, and to the extent practicable, each will consult with the other with respect toother, in each case subject to applicable laws relating to the exchange of informationinformation and confidential information related to such party, all the information (other than personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by the Transaction Documents; provided that, notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges that a copy of the form of this Agreement and the other Transaction Documents to which it will is a party (other than, in the case of the Company and Sequoia (and the Sequoia Parties), the Strategic Cooperation Agreement) may be filed with the SEC and this Agreement and the other Transaction Documents to which it is a party contemplated by this (other than, in the case of the Company and Sequoia (and the Sequoia Parties), the Strategic Cooperation Agreement) may be described in a filing made with the SEC, in each case pursuant to applicable requirements of law, without any prior notice to or consultation with any other party hereto. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred relating to in this Section 3.1(a)completion of the transactions contemplated hereby. Purchaser Each party shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, each other to the extent permitted by applicable law, laws with copies of written communications received by it them or their subsidiaries Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, Purchaser no party shall not be required to provide any materials to any other party that it deems proprietary, privileged or confidential nor shall either be required to make any commitments to any Governmental Entity in connection therewith.
(b) Each party hereto shall, upon reasonable request, furnish each other party with all information concerning itself, its subsidiaries (or Group Companies, in the case of the Company), Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries (or Group Companies, in the case of the Company) to any Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the contrary, no party shall be required to furnish the Company any other party with any (1) sensitive personal biographical or personal financial information of any of the directors, officers, employees, managers or partners of Purchaser such party or any of its present of former Affiliates or Affiliates, (2) proprietary proprietary, privileged and non-public information related to the organizational terms of, or investors in, Purchaser it or its Affiliates, or (3) any of its present information that it deems proprietary, privileged or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Conditionconfidential.
(bc) The Company shall call (through a special meeting PRC Subsidiary) report to the NDRC on the requisite information and documents within ten (10) Business Days in the PRC after the date of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit each issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote Investor Notes hereunder in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate accordance with the Company to prepareNDRC Circular.
(d) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly will comply with all requirements of NASDAQ and the receipt of any comments from the SEC or its staff Hong Kong Stock Exchange with respect to the proxy statement and issuance of the Notes (including the issuance of Class A Ordinary Shares or ADSs upon conversion thereof), including the filing or making of any request by the SEC additional listing notice or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, requirements with respect to the issuance of Class A Ordinary Shares or ADSs upon conversion of the Notes.
(e) The Company will promptly notify each Investor of any modification to any commercial terms proposed to be made (if any) to the Other Investor’s Investor Notes (as defined in the Other NPA) that are materially more advantageous or favorable to the Other Investor than the Investor Notes of such proxy statement. If Investor hereunder and if any such modification is made will, upon request by such Investor, effect substantially similar modifications (to the extent applicable and legally permissible) to the Investor Notes of such Investor hereunder such that its Investor Notes will not at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare while issued and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading outstanding reflect commercial terms less favorable in any material respect, and respect to such Investor than those contained in the Company shallOther Investor’s Investor Notes (as defined in the Other NPA), as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madeso modified.
Appears in 1 contract
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, Each party hereto will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary permits, consents, orders, approvals approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting periodperiods, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, Transaction Documents and to perform the its covenants contemplated by this Agreementthe Transaction Documents. Each party hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the any other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company Each party hereto will have the right to review in advance, and to the extent practicable, each will consult with the other with respect toother, in each case subject to applicable laws relating to the exchange of informationinformation and confidential information related to such party, all the information (other than personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by the Transaction Documents; provided that, notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges that a copy of the form of this Agreement and the other Transaction Documents to which it will is a party may be filed with the SEC and this Agreement and the other Transaction Documents to which it is a party contemplated by this Agreementmay be described in a filing made with the SEC, in each case pursuant to applicable requirements of law, without any prior notice to or consultation with any other party hereto. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred relating to in this Section 3.1(a)completion of the transactions contemplated hereby. Purchaser Each party shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, each other to the extent permitted by applicable law, laws with copies of written communications received by it them or their subsidiaries Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, Purchaser no party shall not be required to provide any materials to any other party that it deems proprietary, privileged or confidential nor shall either be required to make any commitments to any Governmental Entity in connection therewith.
(b) Each party hereto shall, upon reasonable request, furnish each other party with all information concerning itself, its subsidiaries (or Group Companies, in the case of the Company), Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries (or Group Companies, in the case of the Company) to any Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the contrary, no party shall be required to furnish the Company any other party with any (1) sensitive personal biographical or personal financial information of any of the directors, officers, employees, managers or partners of Purchaser such party or any of its present of former Affiliates or Affiliates, (2) proprietary proprietary, privileged and non-public information related to the organizational terms of, or investors in, Purchaser it or its Affiliates, or (3) any of its present information that it deems proprietary, privileged or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Conditionconfidential.
(bc) The Company shall call (through a special meeting PRC Subsidiary) report to the NDRC on the requisite information and documents within ten (10) Business Days in the PRC after the date of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote Investor Notes hereunder in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate accordance with the Company to prepareNDRC Circular.
(d) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly will comply with all requirements of NASDAQ and the receipt of any comments from the SEC or its staff Hong Kong Stock Exchange with respect to the proxy statement and issuance of the Notes (including the issuance of Class A Ordinary Shares or ADSs upon conversion thereof), including the filing or making of any additional listing notice or requirements with respect to the issuance of Class A Ordinary Shares or ADSs upon conversion of the Notes.
(e) The Company will promptly notify the Investor of any modification to any commercial terms proposed to be made (if any) to any Other Investor’s Investor Notes (as defined in the Other NPA) that are materially more advantageous or favorable to such Other Investor than the Investor Notes of the Investor hereunder and if any such modification is made will, upon request by the SEC or Investor, effect substantially similar modifications (to the extent applicable and legally permissible) to the Investor Notes of the Investor hereunder such that its staff for amendments or supplements to such proxy statement or for additional information and Investor Notes will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If not at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare while issued and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading outstanding reflect commercial terms less favorable in any material respect, and respect to the Company shallInvestor than those contained in the Other Investor’s Investor Notes (as defined in the Other NPA), as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madeso modified.
Appears in 1 contract
Filings; Other Actions. During the period commencing on the date hereof and terminating on the earlier to occur of (a) Subject to the conditions set forth in Closing and (b) the termination of this Agreement and in accordance with Article VII, each of the last sentence of this Section 3.1(a), PurchaserPurchasers, on the one hand, and the Company and the BankCompany, on the other hand, will, and it will cause its Affiliates to, cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable dateTransactions, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser The Purchasers and the Company will have the right to review in advance, and to the extent practicable, practicable each will consult with the other with respect toother, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a)5.1. Purchaser The Purchasers shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish Purchaserthe Purchasers, to the extent permitted by applicable lawLaw, with copies of written communications received by it or their its subsidiaries from, or delivered by any of the foregoing to, from any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome ConditionTransactions.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Eastman Kodak Co)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, Each party hereto will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary permits, consents, orders, approvals approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting periodperiods, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, Transaction Documents and to perform the its covenants contemplated by this Agreementthe Transaction Documents. Each party hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the any other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company Each party hereto will have the right to review in advance, and to the extent practicable, each will consult with the other with respect toother, in each case subject to applicable laws relating to the exchange of informationinformation and confidential information related to such party, all the information (other than personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by the Transaction Documents; provided that, notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges that a copy of the form of this Agreement and the other Transaction Documents to which it will is a party may be filed with the SEC and this Agreement and the other Transaction Documents to which it is a party contemplated by this Agreementmay be described in a filing made with the SEC, in each case pursuant to applicable requirements of law, without any prior notice to or consultation with any other party hereto. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred relating to in this Section 3.1(a)completion of the transactions contemplated hereby. Purchaser Each party shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, each other to the extent permitted by applicable law, laws with copies of written communications received by it them or their subsidiaries Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, Purchaser no party shall not be required to provide any materials to any other party that it deems proprietary, privileged or confidential nor shall either be required to make any commitments to any Governmental Entity in connection therewith.
(b) Each Investor, with respect to itself only, and the Company agree that upon reasonable request, such Investor and the Company shall furnish each other with all information concerning itself, its subsidiaries (or Group Companies, in the case of the Company), Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries (or Group Companies, in the case of the Company) to any Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the contrary, no party shall be required to furnish the Company any other party with any (1) sensitive personal biographical or personal financial information of any of the directors, officers, employees, managers or partners of Purchaser such party or any of its present of former Affiliates or Affiliates, (2) proprietary proprietary, privileged and non-public information related to the organizational terms of, or investors in, Purchaser it or its Affiliates, or (3) any of its present information that it deems proprietary, privileged or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Conditionconfidential.
(bc) The Company shall call (through a special meeting PRC Subsidiary) report to the NDRC on the requisite information and documents within ten (10) Business Days in the PRC after the date of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit each issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote Investor Notes hereunder in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate accordance with the Company to prepareNDRC Circular.
(d) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly will comply with all requirements of NASDAQ and the receipt of any comments from the SEC or its staff Hong Kong Stock Exchange with respect to the proxy statement and issuance of the Notes (including the issuance of Class A Ordinary Shares or ADSs upon conversion thereof), including the filing or making of any request by additional listing notice or requirements with respect to the SEC issuance of Class A Ordinary Shares or its staff for amendments or supplements to such proxy statement or for additional information ADSs upon conversion of the Notes.
(e) Such Investor agrees that it, upon the conversion of any Investor Notes, it shall comply with the provisions of the Deposit Agreement, dated as of November 1, 2016, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and will supply Purchaser with copies holders of all correspondence the ADSs, and the provisions of the First Supplemental and Restated Letter Agreement, dated as of March 21, 2021, between the Company or and the Depositary. Such Investor agrees that it shall not deposit any underlying New Shares for the receipt of its representatives, American depositary receipts until and unless such Investor is able to sell all of the ADSs issuable on the one handdeposit of such New Shares in a single transaction pursuant to (i) an effective registration statement under the Securities Act or (ii) Rule 144 promulgated under the Securities Act, and the SEC or its staff, on the other hand, with respect to any purchaser of such proxy statement. If at ADSs and any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is underlying New Shares represented thereby will not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madereceive “restricted securities”.
Appears in 1 contract
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, Purchaser and the Company and the Bank, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this AgreementContemplated Transactions, at the earliest practicable date, and to perform the covenants contemplated by the Transaction Documents, to satisfy all of the conditions precedent to the obligations of such party thereto and defend any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this AgreementAgreement or the performance of the obligations hereunder; provided, however, that nothing in this Agreement shall obligate Purchaser to disclose the identities of limited partners, shareholders or members of Purchaser or its Affiliates or investment advisors or other confidential proprietary information of Purchaser or any of its Affiliates (collectively, “Proprietary Information”). Each party All parties shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not Except for the Form D to be filed by the Company in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings connection with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. transactions contemplated hereby, Purchaser and the Company will have the right to review in advance, and to the extent practicable, practicable each will consult with the other with respect toother, in each case subject to applicable laws Laws relating to the exchange of information, all the information (other than Proprietary Information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreementthe Transaction Documents. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party All parties hereto agrees agree to keep the other party parties apprised of the status of matters referred to in this this
Section 3.1(a3.1 (a). Purchaser shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish Purchaser, to the extent permitted by applicable lawLaw, with copies of written communications received by it or their subsidiaries its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementContemplated Transactions. Notwithstanding anything the foregoing, in this Agreement to the contrary, Purchaser no event shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates be required to become a bank holding company, accept any Burdensome Condition in connection with the Contemplated Transactions, or (2) proprietary and non-public information related be required to agree to provide capital to the organizational Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Note to be purchased by it pursuant to the terms of, or investors subject to the conditions set forth in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome ConditionAgreement.
(b) The Purchaser agrees to furnish the Company, and the Company shall call a special meeting of its shareholdersagrees, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meetingupon request, to vote on a proposal (the “Shareholder Proposal”) furnish to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend Purchaser, in each case to the Company’s shareholders that such shareholders vote extent legally permissible, not in favor contravention of the Shareholder Proposal (any contractual obligation, and subject to any legally required abstentions) (such recommendationconfidentiality requirements as the furnishing party may reasonably request, the “Company Recommendation”) all information concerning itself, its Affiliates, directors, officers, partners and Purchaser shall vote all shares owned by it shareholders and such other matters as may be reasonably necessary in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy any statement, shall use its reasonable best efforts to respond to any comments filing, notice or application made by or on behalf of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company other parties or any of its representatives, on Subsidiaries to any Governmental Entity in connection with the one hand, Closing and the SEC or its staffother Contemplated Transactions; provided, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there that each party shall occur any event that is be required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any provide information provided by it or on its behalf for use in the proxy statement if and only to the extent that typically provided by such information shall have become false or misleading in any material respect, party to such Governmental Entities under the respective party’s policies consistently applied and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser such confidentiality requests as the party shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madereasonably seek.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (First Western Financial Inc)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a5.1(a), PurchaserInvestor, on the one hand, and the Company and the Bank, on the other hand, will cooperate and consult with the other and use reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things necessary, proper or desirable, or advisable under applicable Law so as to permit and otherwise enable consummation of the transactions contemplated by this Agreement as promptly as possible, to perform the covenants contemplated by this Agreement, including satisfaction of the conditions set forth in Article VII hereof and to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. Each party Party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser Investor shall use reasonable its best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty thirty (2030) calendar days of the date hereof. Purchaser Investor and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other with respect to, in each case subject to applicable laws Laws relating to the exchange of information, all the written information relating submitted to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties Parties hereto agrees to act reasonably and as promptly as practicable. Each party Party hereto agrees that it shall consult with the other Party hereto with respect to the obtaining of all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party shall keep the other party Party apprised of the status of material matters referred relating to the consummation of transactions contemplated by this Agreement. Each Party agrees, upon request, to furnish the other Party with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Section 3.1(a)connection with any filing, notice or application made by or on behalf of such other parties or any of their subsidiaries to any third party or Governmental Entity. Purchaser Investor shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish PurchaserInvestor, to the extent permitted by applicable lawLaw, with copies of written communications received by it or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser Investor shall not be required to furnish the Company with any (1i) personal biographical or financial information of any of the directors, officers, employees, managers managers, investors or partners of Purchaser Investor or any of its present of former Affiliates (other than the personal biographical information of any of the directors, officers, employees, managers, investors or partners of Investor or any of its present or former Affiliates required to be furnished to the Company and, by applicable Law, to be disclosed by the Company by reason of the fact that such person will be appointed or elected to the Company Board) or (2ii) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser Investor or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call a special meeting of use its shareholdersbest efforts to, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, and Investor shall use its best efforts to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) in order to, prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a preliminary proxy statementstatement pursuant to Section 14(a) of the Exchange Act (the “Preliminary Proxy Statement”) as promptly as practicable after the date hereof, but in no event later than thirty (30) days after the date hereof, which shall include proxy materials for the purpose of soliciting proxies from the Company Shareholders to obtain the Required Company Shareholder Vote of the Company Shareholders at a meeting of the Company Shareholders to be called and held for such purpose (“Shareholder Meeting”) as provided below, in accordance with the Company’s Articles of Incorporation and bylaws. The Company shall use its reasonable best efforts to solicit or cause to be solicited from the Company Shareholders proxies in favor of the approval of (i) the Reincorporation Merger, and (ii) the issuance and sale of the Purchased Shares pursuant to the terms of this Agreement, and take all other action reasonably necessary or advisable to obtain the Required Company Shareholder Vote. The Company and the Bank shall use their best efforts to ensure that all proxies solicited by or on behalf of the Company in connection with the Shareholder Meeting are solicited in compliance with applicable Law. If the Company has not procured the Required Company Shareholder Vote as of the date of the Shareholder Meeting, at the request of Investor, the Company shall from time to time adjourn or postpone the Shareholder Meeting for such period of time as Investor shall reasonably request, not to exceed thirty (30) days, solely for the purpose of soliciting additional proxies in order to obtain the Required Company Shareholder Vote. Except with the prior written consent of Investor, which consent shall not be unreasonably withheld, no other matters shall be submitted for the approval of the Company Shareholders at the Shareholder Meeting. Investor shall furnish to the Company all information concerning Investor as the Company may reasonably request in connection with the preparation of the Preliminary Proxy Statement. The Company shall promptly respond to any SEC comments on the Preliminary Proxy Statement, with the assistance of Investor, and shall otherwise use best efforts to resolve any such SEC comments relating to the Preliminary Proxy Statement. The Company shall also take any and all such actions necessary to satisfy the requirements of the Securities Act and the Exchange Act with respect to the Preliminary Proxy, the Definitive Proxy, and any other actions required to be taken in connection with the transactions contemplated herein. Notwithstanding the foregoing, prior to filing the Preliminary Proxy Statement or the Definitive Proxy Statement or mailing the Definitive Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Investor with a reasonable opportunity and adequate time to review and comment on such document or its staff response. The Company, after giving reasonable consideration to any comments from Investor, shall have sole authority to determine the ultimate content of the Preliminary Proxy Statement, Definitive Proxy Statement, and any response to cause any SEC comments.
(c) As promptly as practicable (and in any event within five (5) Business Days) following the resolution of any SEC comments on the Preliminary Proxy Statement or the expiration of any waiting period required to be observed in connection with the filing of the Preliminary Proxy Statement, the Company shall file and distribute a definitive proxy statement related pursuant to such shareholders’ meeting to be mailed Section 14(a) of the Exchange Act (the “Definitive Proxy Statement”) to the Company’s shareholders not more than five business days after clearance thereof by the SECCompany Shareholders and, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representativespursuant thereto, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information call the Shareholder Meeting and, subject to the extent other provisions of this Agreement, solicit proxies from the Company Shareholders to vote in favor of the matters required by applicable laws and regulations. to be approved in order to obtain approval of all matters related to the Required Company Shareholder Vote.
(d) The Company shall consult comply with Purchaser prior all applicable provisions of and rules under the Exchange Act and all applicable provisions of the North Carolina Business Corporation Act as amended, in the preparation, filing and distribution of the Preliminary Proxy Statement and Definitive Proxy Statement, as applicable, the solicitation of proxies thereunder, and the calling and holding of the Shareholder Meeting. Without limiting the foregoing, the Company shall ensure that the Definitive Proxy Statement does not, as of the date on which it is distributed to the Company Shareholders, and as of the date of the Shareholder Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, provided that the Company shall not be responsible for the accuracy or completeness of any information furnished by Investor with respect to Investor for inclusion in the Preliminary Proxy Statement or Definitive Proxy Statement. Investor covenants and agrees that the information supplied by it for inclusion in the Preliminary Proxy Statement or Definitive Proxy Statement will not, as of the filing any proxy statement, date of the Preliminary Proxy Statement or Definitive Proxy Statement (or any amendment or supplement thereto), as the case may be, contain any statement which, at such time and provide Purchaser in light of the circumstances under which it is made, is false or misleading with a reasonable opportunity respect to comment thereon. In any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the event that statement therein not false or misleading.
(e) Subject to the limitation set forth in Section 5.3(b) below, the Company, acting through the Company Board, shall include in the Preliminary Proxy Statement and the Definitive Proxy Statement the Company Recommendation, as described in Section 5.1(b) above and shall otherwise use its best efforts to obtain approval of all matters related to the Required Company Shareholder Proposal is not obtained at such special shareholders meeting, the Vote.
(f) The Company shall include a proposal not submit to approve (and the Board of Directors vote of the Company Shareholders any Acquisition Proposal other than the transactions contemplated by this Agreement while this Agreement is in effect. Additionally, for the avoidance of doubt, the obligations of the Company to call and hold the Shareholder Meeting and to file, finalize and mail the Definitive Proxy Statement related thereto, shall unanimously recommend approval not be affected by the receipt of (subject to any legally required abstentions) and Purchaser shall vote all shares owned Acquisition Proposal or by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madeany Adverse Recommendation Change.
Appears in 1 contract
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, Each party hereto will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary permits, consents, orders, approvals approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting periodperiods, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, Transaction Documents and to perform the covenants contemplated by this Agreementthe Transaction Documents. Each party hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the any other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company Each party hereto will have the right to review in advance, and to the extent practicable, each will consult with the other with respect toother, in each case subject to applicable laws relating to the exchange of informationinformation and confidential information related to such party, all the information (other than personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreementthe Transaction Documents. In exercising the foregoing right, each of the parties party hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred relating to in this Section 3.1(a)completion of the transactions contemplated hereby. Purchaser Each party shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, each other to the extent permitted by applicable law, laws with copies of written communications received by it them or their subsidiaries Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this AgreementAgreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, Purchaser no party shall not be required to provide any materials to any other party that it deems private or confidential nor shall either be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith.
(b) Each party hereto shall, upon reasonable request, furnish each other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the contrary, no party shall be required to furnish the Company any other party with any (1) sensitive personal biographical or personal financial information of any of the directors, officers, employees, managers or partners of Purchaser the Investor or any of its present of former Affiliates or Affiliates, (2) proprietary and non-public information related to the organizational terms of, or investors investor in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SECAffiliates, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct (3) any information provided by that it deems private or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madeconfidential.
Appears in 1 contract
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), PurchaserYou, on the one hand, and the Company and the BankCompany, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions Transaction contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. .
(b) Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions Transaction or to evidence such events or matters. In furtherance (but not in limitation) of the foregoingparticular, Purchaser shall you will use your reasonable best efforts to file any required applicationspromptly obtain or submit, notices and the Company will cooperate as may reasonably be requested by you to help you promptly obtain or other submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings with with, the Federal Reserve Board and the Florida Office of Financial Regulation within twenty Regulation, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from any other regulatory authorities, for the Transaction contemplated by this Agreement.
(20c) calendar days of the date hereof. Purchaser You and the Company will have the right to review in advance, and to the extent practicable, practicable each will consult with the other with respect toother, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions Transaction to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. .
(d) Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a)10. Purchaser You shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish Purchaseryou, to the extent permitted by applicable law, with copies of written communications received by it or their its subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity governmental entity in respect of the transactions Transaction contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made.
Appears in 1 contract
Samples: Stock Purchase Agreement (OptimumBank Holdings, Inc.)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the BankCompany, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement, to satisfy all of the conditions precedent to the obligations of such party thereto and defend any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; provided, that nothing in this Agreement shall obligate Purchaser to disclose the identities of limited partners, shareholders or members of Purchaser or its Affiliates or investment advisors or other confidential proprietary information of Purchaser or any of its Affiliates (collectively, “Proprietary Information”). Each party All parties shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company will have the right to review in advance, and to the extent practicable, practicable each will consult with the other with respect toother, in each case subject to applicable laws Laws relating to the exchange of information, all the information (other than Proprietary Information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party All parties hereto agrees agree to keep the other party parties apprised of the status of matters referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company and the BankCompany, and the Company and the Bank shall promptly furnish Purchaser, to the extent permitted by applicable lawLaw, with copies of written communications received by it or their subsidiaries its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything the foregoing, in this Agreement to the contrary, Purchaser no event shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates be required to become a bank holding company, accept any Burdensome Condition in connection with the transactions contemplated by this Agreement, or (2) proprietary and non-public information related be required to agree to provide capital to the organizational Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Note to be purchased by it pursuant to the terms of, or investors subject to the conditions set forth in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome ConditionAgreement.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representativesPurchaser, on the one hand, agrees to furnish the Company, and the SEC or its staffCompany, on the other hand, with respect agrees, upon request, to such proxy statement. If at any time prior furnish to such shareholders’ meeting there shall occur any event that is required to be set forth Purchaser, in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and each case to the extent that legally permissible and not in contravention of any contractual obligation, all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such information shall have become false other matters as may be reasonably necessary in connection with any statement, filing, notice or misleading application made by or on behalf of such other parties or any of its Subsidiaries to any Governmental Entity in any material respect, connection with the Closing and the Company shallother transactions contemplated by this Agreement; provided, as promptly as practicable, prepare and mail that Purchaser shall only be required to its shareholders an amendment or supplement to correct such provide information only to the extent required typically provided by applicable laws Purchaser to such Governmental Entities under Purchaser’s policies consistently applied and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and such confidentiality requests as Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or madereasonably seek.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Citizens Community Bancorp Inc.)
Filings; Other Actions. (a) Subject to the conditions set forth in this Agreement and the last sentence of this Section 3.1(a), Purchaser, on the one hand, and the Company and the Bank, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the Required Approvals, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, at the earliest practicable date, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In furtherance (but not in limitation) of Purchaser, the foregoing, Purchaser shall use reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board Company and the Florida Office of Financial Regulation within twenty (20) calendar days of the date hereof. Purchaser and the Company Bank will have the right to review in advance, and to the extent practicable, each will consult with the other with respect to, in each case case, subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company and the Bank, and the Company and the Bank shall promptly furnish Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be required to furnish the Company with any (1) personal biographical or financial information of any of the directors, officers, employees, managers or partners of Purchaser or any of its present of former Affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, Purchaser or any of its present or former Affiliates. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Purchaser or any of its present or former Affiliates to (x) take any action that would result in any present or former Affiliate of Purchaser (other than those entities listed on Schedule B) being deemed to control the Company or the Bank for purposes of the BHCA or the cross-guaranty liability provisions of the Federal Deposit Insurance Act, or that would require any such entity to register as a bank holding company, or (y) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements would or would be reasonably likely to result in a Burdensome Condition.
(b) The Company shall call a special meeting of its shareholders, as promptly as practicable following the Closing but in any event no later than the next annual shareholders meeting, to vote on a proposal (the “Shareholder Proposal”) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit issuance of all of the Conversion Shares and to consummate the Rights Offering. The Board of Directors of the Company shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal (subject to any legally required abstentions) (such recommendation, the “Company Recommendation”) and Purchaser shall vote all shares owned by it in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, or any amendment or supplement thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of the Shareholder Proposal is not obtained at such special shareholders meeting, the Company shall include a proposal to approve (and the Board of Directors of the Company shall unanimously recommend approval of (subject to any legally required abstentions) and Purchaser shall vote all shares owned by it in favor of) such proposal at a meeting of its shareholders no less than once in each subsequent six-month period beginning on December 31, 2010 until such approval is obtained or made. At Purchaser’s election, the approval of the Shareholder Proposal shall be obtained by the written consent of the Company’s shareholders, including the execution of such written consent by Purchaser with respect to all shares owned by it, and the Company shall comply with all applicable corporate and securities law requirements with respect thereto.
Appears in 1 contract
Samples: Investment Agreement (Pacific Capital Bancorp /Ca/)
