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 THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Termination of Merger Agreement 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.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • 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.

  • Incorporation of Separation Agreement Provisions The following provisions of the Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein (references in this Section 10.6 to an “Article” or “Section” shall mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference shall be references to the Separation Agreement): Article V (relating to Exchange of Information; Confidentiality); Article VI (relating to Additional Covenants and Other Matters); Article VII (relating to Mutual Releases; Indemnification); Article VIII (relating to Termination); Article IX (relating to Dispute Resolution); and Article X (relating to Miscellaneous).

  • 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.

  • 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:

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