Common use of Formation of Merger Sub; Accession Clause in Contracts

Formation of Merger Sub; Accession. As promptly as reasonably practicable after the date hereof, and in any event within ten business days after the date hereof, Parent shall form a Delaware corporation as a direct wholly owned Subsidiary of Parent (“Merger Sub”). As promptly as reasonably practicable after incorporating Merger Sub, (x) Parent, in its capacity as the sole shareholder of Merger Sub, shall approve and adopt this Agreement and (y) Parent shall cause Merger Sub to accede to this Agreement by executing a signature page to this Agreement, after which time Merger Sub shall be a party hereto for all purposes set forth herein. Notwithstanding any provision herein to the contrary, (i) the obligations of Merger Sub to perform its covenants hereunder shall commence only at the time of its incorporation and (ii) the representations and warranties of Merger Sub set forth in Section 5.3 shall be deemed to have been made as though Merger Sub had been a party to this Agreement as of the date hereof. Prior to the Effective Time, Parent shall take such actions as are reasonably necessary to cause the Board of Directors of Merger Sub to unanimously approve this Agreement and declare it advisable for Merger Sub to enter into this Agreement. Notwithstanding anything to the contrary in this Agreement, Parent and its Affiliates may amend, or cause to be amended, the by-laws of Merger Sub at any time prior to the Effective Time so long as such amendment would not impair, delay or prevent the Closing.

Formation of Merger Sub; Accession. As promptly as reasonably practicable after the date hereof, and in any event within ten business five calendar days after the date hereof, Parent shall form a Delaware Maryland corporation as a direct wholly owned Subsidiary subsidiary of Parent (“Merger Sub”). As promptly as reasonably practicable of its incorporation, Merger Sub shall have its principal executive offices located in Buffalo, New York and shall have 1,000 authorized shares of common stock, par value $0.01 per share, of which 1,000 shares shall be outstanding and none of which shall be held in the treasury of Merger Sub. Promptly after incorporating Merger Sub, (x) Parent, in its capacity as the sole shareholder of Merger Sub, shall approve and adopt this Agreement and (y) Parent shall cause Merger Sub to accede to this Agreement by executing a signature page to this Agreement, after which time Merger Sub shall be a party hereto for all purposes set forth herein. Notwithstanding any provision herein to the contrary, (i) the obligations of Merger Sub to perform its covenants hereunder shall commence only at the time of its incorporation and (ii) the representations and warranties of Merger Sub set forth in Section 5.3 shall be deemed to have been made as though Merger Sub had been a party to this Agreement as of the date hereofincorporation. Prior to the Effective Time, Parent shall take such actions as are reasonably necessary to cause the Board board of Directors directors of Merger Sub to unanimously approve this Agreement and declare it advisable for Merger Sub to enter into this Agreement. Notwithstanding anything to the contrary in this Agreement, Parent and its Affiliates may amend, or cause to be amended, the by-laws of Merger Sub at any time prior to the Effective Time so long as such amendment would not impair, delay or prevent the Closing.

Formation of Merger Sub; Accession. As promptly as reasonably practicable after On or prior to the date hereofClosing Date, and in any event within ten business days after subject to the date hereofreceipt of all required regulatory approvals, Parent Purchaser shall form organize a Delaware corporation national banking association as a direct wholly owned Subsidiary of Parent Purchaser (“Merger Sub”). As promptly as reasonably practicable after incorporating the organization of Merger Sub, (x) ParentPurchaser, in its capacity as the sole shareholder of Merger Sub, shall approve ratify and adopt confirm this Agreement and (y) Parent Purchaser shall cause Merger Sub to accede to this Agreement by executing a signature page to this Agreement, after which time Merger Sub shall be a party hereto for all purposes set forth herein. Notwithstanding any provision herein to the contrary, (i) the obligations of Merger Sub to perform its covenants hereunder shall commence only at the time of its incorporation organization and (ii) the representations and warranties of and with respect to Merger Sub set forth in Section 5.3 Article IV shall be deemed to have been made as though Merger Sub had been a party to this Agreement as of the date hereofof the organization of Merger Sub. Prior to the Effective Time, Parent Purchaser shall take such actions as are reasonably necessary to cause the Board of Directors of Merger Sub to unanimously approve this Agreement and declare it advisable for Merger Sub to enter into this Agreement. Notwithstanding anything to the contrary in this Agreement, Parent Purchaser and its Affiliates affiliates may amend, or cause to be amended, the by-laws bylaws of Merger Sub at any time prior to the Effective Time so long as such amendment would not impair, delay or prevent the Closing.