People's Corp shall give Xxxxxxx (i) prompt notice of any objections filed pursuant to Section 33-861 of the Connecticut Corporation Law received by People's Corp., withdrawals of such objections, and any other instruments served in connection with such objections pursuant to the Connecticut Corporation Law and received by People's Corp. and (ii) the opportunity to direct all negotiations and proceedings with respect to objections under the Connecticut Corporation Law consistent with the obligations of People's Corp. thereunder. People's Corp. shall not, except with the prior written consent of Xxxxxxx, (x) make any payment with respect to any such objection, (y) offer to settle or settle any such objections or (z) waive any failure to timely deliver a written objection in accordance with the Connecticut Corporation Law.
People's Corp has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of People's Corp. The Board of Directors of People's Corp. has directed that this Agreement and the transactions contemplated hereby be submitted to People's Corp.'s shareholders for approval at a special meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of People's Corp.'s shareholders, no other corporate proceedings on the part of People's Corp. (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and the Option Agreement will be, duly and validly executed and delivered by People's Corp. and (assuming due authorization, execution and delivery by Xxxxxxx and Merger Sub of this Agreement and by Xxxxxxx of the Option Agreement) will constitute valid and binding obligations of People's Corp., enforceable against People's Corp. in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.
People's Corp hereby represents to Xxxxxxx that it has no knowledge of any reason why approval or effectiveness of any of the applications, notices or filings referred to in Section 3.4(a) cannot be obtained or granted on a timely basis.
People's Corp and People's Bank have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1992 with (i) the FRB, (ii) the FDIC, (iii) the Connecticut Commissioner and any other state banking commissions or any other state regulatory authority (each a "State Regulator"), (iv) the SEC and (v) any other self-regulatory organization ("SRO") (collectively "Regulatory Agencies"). Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of People's Corp. and its Subsidiaries, no Governmental Entity is conducting, or has conducted, any proceeding or investigation into the business or operations of People's Corp. or People's Bank since December 31, 1992.
People's Corp has heretofore delivered to Xxxxxxx true, correct and complete copies of each of the Plans and all related documents, including but not limited to (i) the actuarial report for such Plan (if applicable) for each of the last five years, (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for such Plan, (iii) the current summary plan description and any summaries of material modification, (iv) all annual reports (Form 5500 series) for each Plan filed for the preceding five plan years, (v) all agreements with fiduciaries and service providers relating to the Plan, and (vi) all substantive correspondence relating to any such Plan addressed to or received from the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency.
People's Corp and each People's Corp. Subsidiary have properly perfected or caused to be properly perfected all security interests, liens, or other interests in any collateral securing any loans made by it.
People's Corp shall, upon request, furnish Xxxxxxx with all information concerning People's Corp. and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other statement, filing, notice or application made by or on behalf of Xxxxxxx or Merger Sub to any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement.
People's Corp shall provide Xxxxxxx with true, correct and complete copies of all financial and other information provided to directors of People's Corp. and People's Bank in connection with meetings of their Boards of Directors or committees thereof.
People's Corp shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders within 35 days after the Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement and the Merger (the "Special Meeting"). Management and the Board of Directors of People's Corp. shall recommend to People's Corp.'s shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, and shall oppose any third party proposal or other action that is inconsistent with this Agreement or the consummation of the transactions contemplated hereby, unless the Board of Directors of People's Corp. reasonably determines, based upon the written advice of People's Corp.'s legal counsel, that such recommendation or opposition, as the case may be, would constitute a breach of the exercise of its fiduciary duty. People's Corp. and Xxxxxxx shall coordinate and cooperate with respect to the foregoing matters.
People's Corp will promptly notify Xxxxxxx of any material change in the normal course of business or in the operation of the properties of People's Corp. and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of litigation involving People's Corp., and will keep Xxxxxxx fully informed of such events.
