Common use of OBSERVER AT MEETINGS Clause in Contracts

OBSERVER AT MEETINGS. Unless prohibited by law, RSFC and Republic agree to permit the Chairman of the Board and the President of CFC or their designees to attend, as observers, all meetings of their respective shareholders, Board of Directors and committees of the Board of Directors, including loan committees, which may be held from the date hereof through the Effective Time. RSFC and Republic shall provide CFC with the same notice of all such meetings which is given to shareholders or directors, as the case may be, and with copies of all materials and documents distributed at such meetings. Notwithstanding the foregoing, RSFC or Republic may, in its discretion, exclude CFC from portions of meetings during which this Agreement or its interpretation, breach, performance and/or enforcement are reviewed, or if otherwise required to do so under applicable fiduciary obligations. CFC shall maintain the strict confidentiality of all matters observed at such meetings; provided, however, CFC may discuss such matters with officers, directors, legal counsel and advisors of CFC and may disclose such matters publicly if obligated to do so by law.

Appears in 2 contracts

Samples: Merger Agreement (County Financial Corp), Merger Agreement (Republic Security Financial Corp)

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OBSERVER AT MEETINGS. Unless prohibited by law, RSFC CFC and Republic agree County each agrees to permit the Chairman of the Board and the Executive Vice President of CFC RSFC or their designees to attend, as observers, all meetings of their respective shareholders, Board of Directors and committees of the Board of Directors, including loan committees, which may be held from the date hereof through the Effective Time. RSFC CFC and Republic County shall provide CFC RSFC with the same notice of all such meetings which is given to shareholders or directors, as the case may be, and with copies of all materials and documents distributed at such meetings. Notwithstanding the foregoing, RSFC or Republic CFC and County may, in its their discretion, exclude CFC RSFC from portions of meetings during which this Agreement or its interpretation, breach, performance and/or enforcement are reviewed, or if otherwise -33- MI01A/16412.5 required to do so under applicable fiduciary obligations. CFC RSFC shall maintain the strict confidentiality of all matters observed at such meetings; provided, however, CFC RSFC may discuss such matters with officers, directors, legal counsel and advisors of CFC RSFC and Republic and may disclose such matters publicly if obligated to do so by law.

Appears in 1 contract

Samples: Merger Agreement (Republic Security Financial Corp)

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OBSERVER AT MEETINGS. Unless prohibited by law, RSFC CFC and Republic agree County each agrees to permit the Chairman of the Board and the Executive Vice President of CFC RSFC or their designees to attend, as observers, all meetings of their respective shareholders, Board of Directors and committees of the Board of Directors, including loan committees, which may be held from the date hereof through the Effective Time. RSFC CFC and Republic County shall provide CFC RSFC with the same notice of all such meetings which is given to shareholders or directors, as the case may be, and with copies of all materials and documents distributed at such meetings. Notwithstanding the foregoing, RSFC or Republic CFC and County may, in its their discretion, exclude CFC RSFC from portions of meetings during which this Agreement or its interpretation, breach, performance and/or enforcement are reviewed, or if otherwise required to do so under applicable fiduciary obligations. CFC RSFC shall maintain the strict confidentiality of all matters observed at such meetings; provided, however, CFC RSFC may discuss such matters with officers, directors, legal counsel and advisors of CFC RSFC and Republic and may disclose such matters publicly if obligated to do so by law.

Appears in 1 contract

Samples: Merger Agreement (County Financial Corp)

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