Common use of Monthly and Quarterly Financial Statements; Minutes of Meetings and Other Materials Clause in Contracts

Monthly and Quarterly Financial Statements; Minutes of Meetings and Other Materials. (a) The Company and SS Bank will continue to prepare all of the monthly and quarterly financial statements and financial reports to regulatory authorities for the months and quarterly periods ending between January 1, 1997 and the Effective Date which it customarily prepared during the period between January 1, 1995 and December 31, 1996 and shall promptly provide Zions Bancorp with copies of all such financial statements and reports. Such financial statements and reports shall be verified by the chief financial officer of the reporting entity. All of such financial statements and reports, including the related notes, schedules, and memorandum items, will have been prepared in accordance with generally accepted accounting principles applied in all material respects (except that Consolidated Reports of Condition and Consolidated Reports of Income required to be filed by SS Bank under federal law may be prepared in accordance with the official instructions applicable thereto at the time of filing). (b) The Company and SS Bank shall promptly provide Zions Bancorp with (i) copies of all of its periodic reports to directors and to shareholders, whether or not such reports were prepared or distributed in connection with a meeting of the board of directors or a meeting of the shareholders, prepared or distributed between the date of this Agreement and the Effective Date, and (ii) complete copies of all minutes of meetings of its board of directors and shareholders which meetings take place between the date of this Agreement and the Effective Date, certified by the secretary or cashier or an assistant secretary or assistant cashier of the Company or SS Bank, as the case may be; provided that the copies so provided may be redacted to remove material whose disclosure is, in the judgment of independent counsel to the company, inconsistent with the fiduciary obligations of the directors of the Company or SS Bank.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)

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Monthly and Quarterly Financial Statements; Minutes of Meetings and Other Materials. (a) The Company and SS the Bank will continue to prepare all of the monthly and quarterly financial statements and financial reports to regulatory authorities for the months and quarterly periods ending between January October 1, 1997 and the Effective Date which it customarily prepared during the period between January 1, 1995 and December 31September 30, 1996 1997 and shall promptly provide Zions Bancorp with copies of all such financial statements and reports. Such financial statements and reports shall be verified by the chief financial officer of the reporting entity. All of such financial statements and reports, including the related notes, schedules, and memorandum items, will have been prepared in accordance with generally accepted accounting principles Applicable Accounting Principles applied in all material respects (except that Consolidated Reports of Condition and Consolidated Reports of Income required to be filed by SS Bank under federal law may be prepared in accordance with the official instructions applicable thereto at the time of filing)respects. (b) The Company and SS the Bank shall promptly provide Zions Bancorp with (i) copies of all of its periodic reports to directors and to shareholders, whether or not such reports were prepared or distributed in connection with a meeting of the board of directors or a meeting of the shareholders, prepared or distributed between the date of this Agreement and the Effective Date, and (ii) complete copies of all minutes of meetings of its board of directors and shareholders which meetings take place between the date of this Agreement and the Effective Date, certified by the secretary or cashier or an assistant secretary or assistant cashier of the Company or SS the Bank, as the case may be; provided that the copies so provided may be redacted to remove material whose disclosure is, in the judgment of independent counsel to the company, inconsistent with the fiduciary obligations of the directors of the Company or SS Bank.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)

Monthly and Quarterly Financial Statements; Minutes of Meetings and Other Materials. (a) The Company CNB and SS CNB Bank will continue to prepare all of the monthly and quarterly financial statements and financial reports to regulatory authorities for the months and quarterly periods ending between January April 1, 1997 2001 and the Effective Date Time which it customarily prepared during the period between January 1, 1995 1998 and December March 31, 1996 2001 and shall promptly provide Zions Bancorp NBT with copies of all such financial statements and reports. Such financial statements and reports , which NBT shall be verified hold in confidence to the extent required by the chief financial officer of the reporting entityConfidentiality Agreements. All of such financial statements and reports, including the related notes, schedules, and memorandum items, will have been prepared in accordance with generally accepted accounting principles GAAP applied in all material respects (except that Consolidated Reports of Condition and Consolidated Reports of Income required to be filed by SS CNB Bank under federal law may be prepared in accordance with the official instructions applicable thereto at the time of filing). (b) The Company Except with respect to materials or other information or portions thereof that are privileged, or with respect to which CNB and SS CNB Bank are otherwise legally or contractually prohibited from doing so, CNB and CNB Bank shall promptly provide Zions Bancorp NBT with (i) copies of all of its periodic reports to directors and to shareholdersstockholders, whether or not such reports were prepared or distributed in connection with a meeting of the board of directors or a meeting of the shareholdersstockholders, prepared or distributed between the date of this Agreement and the Effective DateTime, and (ii) complete copies of all minutes of meetings of its board of directors and shareholders stockholders which meetings take place between the date of this Agreement and the Effective DateTime, certified by the secretary or cashier or an assistant secretary or assistant cashier of the Company CNB or SS CNB Bank, as the case may be; provided that . (c) From the copies so provided may be redacted to remove material whose disclosure is, in the judgment date of independent counsel this Agreement to the companyEffective Time, inconsistent CNB shall, contemporaneously with its filing with the fiduciary obligations SEC of any periodic or current report pursuant to section 13 of the directors of the Company or SS BankExchange Act, deliver such report to NBT.

Appears in 1 contract

Samples: Merger Agreement (NBT Bancorp Inc)

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Monthly and Quarterly Financial Statements; Minutes of Meetings and Other Materials. (a) The Company and SS the Bank will continue to prepare all of the monthly and quarterly financial statements and financial reports to regulatory authorities for the months and quarterly periods ending between January July 1, 1997 and the Effective Date which it customarily prepared during the period between January 1, 1995 and December 31June 30, 1996 1997 and shall promptly provide Zions Bancorp with copies of all such financial statements and reports. Such financial statements and reports shall be verified by the chief financial officer of the reporting entity. All of such financial statements and reports, including the related notes, schedules, and memorandum items, will have been prepared in accordance with generally accepted accounting principles applied in all material respects (except that Consolidated Reports of Condition and Consolidated Reports of Income required to be filed by SS the Bank under federal law may be prepared in accordance with the official instructions applicable thereto at the time of filing). (b) The Company and SS the Bank shall promptly provide Zions Bancorp with (i) copies of all of its periodic reports to directors and to shareholders, whether or not such reports were prepared or distributed in connection with a meeting of the board of directors or a meeting of the shareholders, prepared or distributed between the date of this Agreement and the Effective Date, and (ii) complete copies of all minutes of meetings of its board of directors and shareholders which meetings take place between the date of this Agreement and the Effective Date, certified by the secretary or cashier or an assistant secretary or assistant cashier of the Company or SS the Bank, as the case may be; provided that the copies so provided may be redacted to remove material whose disclosure is, in the judgment of independent counsel to the company, inconsistent with the fiduciary obligations of the directors of the Company or SS Bank.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)

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