MERGER AGREEMENT WITH NORTH FORK BANCORPORATION AND NORTH FORK BANK Sample Clauses

MERGER AGREEMENT WITH NORTH FORK BANCORPORATION AND NORTH FORK BANK. On December 16, 2003, the Bank entered into a definitive agreement to be acquired by North Fork Bancorporation ("NFB") in an all-stock transaction valued at $726 million. The Bank's stockholders will receive a fixed exchange ratio of one share of NFB common stock for each share held. The transaction is intended to qualify as a reorganization for federal income tax purposes and provide a tax-free exchange of shares. The definitive agreement has been approved by the directors of both NFB and the Bank. The transaction is subject to all required regulatory approvals, approval of the stockholders of the Bank (by a two-thirds vote of outstanding shares), and other customary conditions. Bank stockholders holding approximately 42% of the Bank's stock have committed to vote in favor of the merger through the execution of voting agreements. The transaction is expected to be completed in the second quarter of 2004. At December 31, 2003, the Bank had incurred professional fees and costs amounting to $7.2 million directly related to the merger agreement, comprised of investment banking, legal and accounting fees of $1.3 million and costs under certain employment contracts of $5.9 million. When the transaction closes, additional professional fees will be incurred and additional amounts will be due under employment contracts and severance arrangements (the latter amounts will be dependent upon the number and composition of employees not retained by NFB). In connection with its merger agreement with NFB, the Bank committed to sell certain commercial real estate loans to one borrower totaling $29.2 million (including unfunded commitments of $0.9 million). The borrower has recently exhibited a deterioration in financial condition but remains current as to principal and interest. If the Bank is unable to sell the loans prior to the effectiveness of the merger, certain principal stockholders of the Bank have agreed, at NFB's request, to purchase the loans for $20 million. Accordingly, during the fourth quarter 2003, the Bank recognized a loan charge-off of $9.2 million, placed the loans on non-accrual status, reclassified the remaining balance of the loans to the held-for-sale category and replenished the allowance for loan losses through a charge to the provision for loan losses of $9.2 million. 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 3. PURCHASE, SALE AND CLOSING OF BRANCH OFFICES In December 2001, the Bank entered into an agreement with CFS Ba...
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Related to MERGER AGREEMENT WITH NORTH FORK BANCORPORATION AND NORTH FORK BANK

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

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