Govxxxxxx Xxx. Xhis Agreement will bx xxxxxxxx xx xxx xxxxtrued and enforced in accordance with the laws of the State of Delaware, USA, without regard to principles of conflicts of law; provided that, the actual transfer of the *** Shares in accordance with Section 2.1 will be governed by Austrian law.
Govxxxxxx Xxx. This Agreement shall be construed, performed and enforced in accordance with the laws of the State of New York, without reference to or application of rules or principles of conflicts of law.
Govxxxxxx Xxx. Xhis Agreement shall be governed by and construed in accordance with the laws of The Netherlands, without giving effect to the conflicts of law principles thereof.
Govxxxxxx Xxx. All issues and questions concerning the relative rights of the Company and its stockholders and all other issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement (and all schedules and exhibits hereto), even though under that jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
Govxxxxxx Xxx. Xhis Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed entirely in New Jersey.
Govxxxxxx Xxx. XXXX AGXXXXXXX XXXXX XX GOVERNED AND ALL RIGHTS AND LIABILITIES UNDER IT DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS IN EFFECT ON THIS DATE.
Govxxxxxx Xxx. This Agreement shall be xxxxxxxxx xxd interpreted in accordance with the laws of the state of Nevada, without regard to its provisions concerning conflict of laws.
Govxxxxxx Xxx. Xxxx Xxxxxxxxx xxxxx be governed and construed in accordance with the laws of the State of California without regard to principles of conflicts of law, subject to the federal and state securities laws referred to in Section 13 thereof.
Govxxxxxx Xxx. This agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Michigan (without regard to conflict of laws principles). THIS AGREEMENT is executed as of the day and year first above written. INDEPENDENT BANK CORPORATION By: --------------------------------------- Name: Robert N. Shuster Title: Exxxxxxxx Xxxx Xxxxident and Chief Financial Officer IBC CAPITAL FINANCE II By: --------------------------------------- Name: Robert N. Shuster Title: Adxxxxxxxxxxxx Xxxxtee EXHIBIT D CERTIFICATE NUMBER __________ NUMBER OF PREFERRED SECURITIES __________ CERTIFICATE EVIDENCING PREFERRED SECURITIES OF IBC CAPITAL FINANCE II ___% CUMULATIVE TRUST PREFERRED SECURITIES (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY) CUSIP NO. ___________ IBC Capital Finance II, a statutory trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that ______________ (the "Holder") is the registered owner of _________ preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the ___% Cumulative Trust Preferred Securities (liquidation amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this Certificate duly endorsed and in proper form for transfer as provided in Section 504 of the Trust Agreement (as defined herein). The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Preferred Securities are set forth in, and this Certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of March __, 2003, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Preferred Securities Guarantee Agreement entered into by Independent Bank Corporation, a Michigan corporation, and U.S. Bank National Association as guarantee trustee, dated as of March __, 2003, as the same may be amended from time to time (the "Guarantee"), to the extent provided therein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust a...
Govxxxxxx Xxx. 32 9J. Notices..............................................33 9K. No Strict Construction...............................34 9L. Consents.............................................34 9M.
