Independent Bank Corp. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section §310 (a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.8 6.10 §311 (a) 6.13 (b) 6.13 §312 (a) 7.1 (b) 7.2(a) (c) 7.2(b) §313 (a) 7.3(a) (b) 7.3(a) (c) 7.3(a) (d) 7.3(b) §314 (a) 7.4 (a)(4) 1.2 10.4 (b) Not Applicable (c)(1) 1.2 (c)(2) 1.2 (c)(3) Not Applicable (d) Not Applicable (e) 1.2 §315 (a) 6.1 (b) 6.2 (c) 6.1 (d) 6.1 (d)(1) 6.1 (d)(2) 6.1 (d)(3) 6.1 (e) 5.14 §316 (a)(1)(A) 5.12 (a)(1)(B) 5.2 5.13 (a)(2) Not Applicable (b) 5.8 (c) 1.4(c) §317 (a)(1) 5.3 (a)(2) 5.4 (b) 10.3
Independent Bank Corp of Rockland, MA (“Client”) engages FIS to provide core processing services described herein or indicated in the pricing attachment (“Service(s)”) for depository and loan accounts of Client and its affiliates using the HORIZON computer software system (“System”) in accordance herewith. The Service shall permit Client’s Customers to initiate and settle transactions from depository and loan accounts maintained by Client (“Accounts”). The particular Accounts to be processed shall be identified by Client from time to time during the term.
Independent Bank Corp shall be registered in the name of the Purchaser and shall represent the aggregate liquidation amount of the Capital Securities being purchased by the Purchaser.
1.3 The Purchaser acknowledges and the Offerors agree that they will not register any transfer of the Capital Securities not made in accordance with Regulation S, pursuant to registration under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an available exemption from registration.
1.4 The Placement Agreement, dated October 12, 2006 (the "Placement Agreement"), among the Offerors and the Placement Agent identified therein includes certain representations and warranties, covenants and conditions to closing and certain other matters governing the issuance and sale of the Capital Securities by the Trust to the Purchaser. Each of the provisions of the Placement Agreement, including the definitions therein, are hereby incorporated by reference into this Purchase Agreement. In addition, to the extent provided for in the Placement Agreement, the Purchaser shall be entitled to the benefits of the Placement Agreement and shall be entitled to enforce such obligations of the Offerors under the Placement Agreement as fully as if the Purchaser were a party to such Placement Agreement, it being agreed between the parties that any and all representations made by the Offerors to the Placement Agent in the Placement Agreement shall be deemed to have also been made to the Purchaser.
1.5 If any condition specified herein or in the Placement Agreement shall not have been fulfilled when and as required to be fulfilled by, on behalf of or in respect of the Offerors or the Capital Securities, this Purchase Agreement may be terminated by the Purchaser by notice to the Offerors at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except that Sections 3, 9, 10 and 15 of the Placement Agreement shall survive any such termination and remain in full force and effect.
1.6 Subject to the provisions of Article 2 hereof, the Purchaser may resell the Preferred Securities to a subsequent purchaser either individually or on behalf of a collateralized debt obligation investor ("CDO Investor") that is sponsored or advised by such subsequent purchaser (any such purchaser from the Purchaser and related CDO Investors are referred to hereinafter as a "Subsequent Purchaser"). Upon transfer of the Preferred Securities to a Subsequent Purch...
Independent Bank Corp registration requirements of the Securities Act, or any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto.
2.2 The Purchaser represents and warrants that it is purchasing the Capital Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Capital Securities pursuant to an effective registration statement under the Securities Act or under Rules 144A and 902 under the Securities Act or any other exemption from registration available under the Securities Act, and the Purchaser agrees to the legends and transfer restrictions applicable to the Capital Securities contained in the Declaration. The Purchaser represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. The Purchaser represents and warrants that the office or offices of the Purchaser in which its investment decision was made is located at the address set forth in Section 3.1 hereof.
2.3 The Purchaser has full power and authority to execute and deliver this Purchase Agreement, to make the representations and warranties specified herein, and to consummate the transactions contemplated herein and it has full right and power to subscribe for the Capital Securities and perform its obligations pursuant to this Purchase Agreement.
2.4 The Purchaser believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Capital Securities. The Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Offerors regarding the terms and conditions of the offering of the Capital Securities and the business, properties, prospects and financial condition of the Offerors.
2.5 No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any governmental body, agency or court having jurisdiction over the Purchaser, other than those that have been made or obtained, is necessary or required for the performance by the Purchaser of its obligations under this Purchase Agreement or to consummate the transactions contemplated herein.
2.6 This Purchase Agreement has been duly authoriz...
Independent Bank Corp would prevent the Purchaser from performing any material obligations set forth in this Purchase Agreement.
2.8 The Purchaser understands and acknowledges that the Company will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agrees that, if any of the acknowledgments, representations, warranties or agreements deemed to have been made by it by its purchase of the Capital Securities are no longer accurate, it shall promptly notify the Company.
2.9 The Purchaser understands that no public market exists for any of the Capital Securities, and that it is unlikely that a public market will ever exist for the Capital Securities.
Independent Bank Corp. (‘‘Independent’’) through its subsidiary, Bradford Merger Sub Inc., both of Rockland, Massachusetts; to merge with Meridian Bancorp, Inc., Peabody, Massachusetts (‘‘Meridian’’), with Meridian as the survivor, and thereby indirectly acquire East Boston Savings Bank, Boston, Massachusetts. Immediately after, Meridian to merge with Independent, with Independent as the survivor, and East Boston Savings Bank to merge with and into Rockland Trust, Rockland, Massachusetts, a wholly owned subsidiary bank of Independent, with Rockland Trust as
Independent Bank Corp of Rockland, MA engages FIS to provide its disaster recovery services as described in this Addendum (“Service”) for disaster recovery. FIS will provide the Service to Client either directly or through one or more of its affiliated companies in accordance with the terms of this Addendum. This Addendum is a part of the Core System Processing Services Agreement.
Independent Bank Corp. (Michigan) 3.1% Exhibit B CITIZENS BYLAW AMENDMENT THE BYLAWS OF CITIZENS AS OF THE EFFECTIVE TIME SHALL BE AMENDED TO INCLUDE THE FOLLOWING NEW ARTICLE III, SECTION 14:
Independent Bank Corp will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons, Adverse Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Independent Bank Corp. This certifies that ______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Renewal Rights Agreement, dated as of September 14, 2000 (the "Renewal Rights Agreement"), between Independent Bank Corp., a Massachusetts corporation (the "Company"), and Rockland Trust Company, a Massachusetts chartered trust company (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 p. m. (Boston, Massachusetts time) on May 3, 2011 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series B Junior Participating Cumulative Preferred Stock (the "Preferred Stock") of the Company, at an Exercise Price of $[____] per one one-thousandth of a share (the "Exercise Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price set forth above, are the number and Exercise Price as of ____________, ______, based on the Preferred Stock as constituted at such date.
