MERGERS OF SUBSIDIARIES. The Board of Directors of FirstMerit intends, contemporaneously with the merger of CoBancorp with and into FirstMerit, to merge the CoBancorp Subsidiaries with and into FirstMerit Bank, N.A., a wholly owned subsidiary of FirstMerit. CoBancorp shall cause such of the CoBancorp Subsidiaries as FirstMerit may request to enter into definitive merger or consolidation agreements with FirstMerit Bank, N.A., providing for the merger or consolidation of the CoBancorp Subsidiaries with or into FirstMerit Bank, N.A.; provided, however, that, in all cases, the obligation of CoBancorp to cause such merger or consolidation shall be subject to the condition that the Merger be simultaneously consummated; and provided further, notwithstanding anything to the contrary in this Agreement, (i) the representations and warranties of CoBancorp in this Agreement shall not be deemed to be untrue or breached, (ii) CoBancorp shall not be deemed to have failed to perform any covenant or obligation contained in this Agreement, and (iii) no condition to FirstMerit's obligation to effect the Merger shall be deemed not to have been satisfied by or as a result of any merger or consolidation consummated pursuant to this Section. CoBancorp shall cause the CoBancorp Subsidiaries to fully cooperate with FirstMerit in consummating these mergers or consolidations, including cooperating in the filing of any necessary regulatory applications.
Appears in 3 contracts
Samples: Affiliation and Plan of Merger (Firstmerit Corp), Agreement of Affiliation and Plan of Merger (Cobancorp Inc), Agreement of Affiliation and Plan (Firstmerit Corp)
MERGERS OF SUBSIDIARIES. The Board of Directors of FirstMerit intends, contemporaneously with the merger of CoBancorp Security First with and into FirstMerit, to merge the CoBancorp Security First Subsidiaries (not including the non-banking subsidiaries) with and into FirstMerit Bank, N.A., a wholly owned subsidiary of FirstMerit. CoBancorp Security First shall cause such of the CoBancorp Security First Subsidiaries as FirstMerit may request to enter into definitive merger or consolidation agreements with FirstMerit Bank, N.A., providing for the merger or consolidation of the CoBancorp Security First Subsidiaries with or into FirstMerit Bank, N.A.; provided, however, that, in all cases, the obligation of CoBancorp Security First to cause such merger or consolidation shall be subject to the condition that the Merger be simultaneously consummated; and provided further, notwithstanding anything to the contrary in this Agreement, (i) the representations and warranties of CoBancorp Security First in this Agreement shall not be deemed to be untrue or breached, (ii) CoBancorp Security First shall not be deemed to have failed to perform any covenant or obligation contained in this Agreement, and (iii) no condition to FirstMerit's obligation to effect the Merger shall be deemed not to have been satisfied by or as a result of any merger or consolidation consummated pursuant to this Section. CoBancorp Security First shall cause the CoBancorp Security First Subsidiaries to fully cooperate with FirstMerit in consummating these mergers or consolidations, including cooperating in the filing of any necessary regulatory applications.
Appears in 2 contracts
Samples: Agreement of Affiliation and Plan of Merger (Firstmerit Bank Na), Agreement of Affiliation and Plan of Merger (Firstmerit Bank Na)
MERGERS OF SUBSIDIARIES. The Board of Directors of FirstMerit intends, contemporaneously with the merger of CoBancorp Security First with and into FirstMerit, to merge the CoBancorp Security First Subsidiaries (not including the non- banking subsidiaries) with and into FirstMerit Bank, N.A., a wholly owned subsidiary of FirstMerit. CoBancorp Security First shall cause such of the CoBancorp Security First Subsidiaries as FirstMerit may request to enter into definitive merger or consolidation agreements with FirstMerit Bank, N.A., providing for the merger or consolidation of the CoBancorp Security First Subsidiaries with or into FirstMerit Bank, N.A.; provided, however, that, in all cases, the obligation of CoBancorp Security First to cause such merger or consolidation shall be subject to the condition that the Merger be simultaneously consummated; and provided further, notwithstanding anything to the contrary in this Agreement, (i) the representations and warranties of CoBancorp Security First in this Agreement shall not be deemed to be untrue or breached, (ii) CoBancorp Security First shall not be deemed to have failed to perform any covenant or obligation contained in this Agreement, and (iii) no condition to FirstMerit's obligation to effect the Merger shall be deemed not to have been satisfied by or as a result of any merger or consolidation consummated pursuant to this Section. CoBancorp Security First shall cause the CoBancorp Security First Subsidiaries to fully cooperate with FirstMerit in consummating these mergers or consolidations, including cooperating in the filing of any necessary regulatory applications.
Appears in 1 contract
Samples: Agreement of Affiliation and Plan of Merger (Security First Corp)
