Common use of Referenced Pages Clause in Contracts

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 Agreement 4 ALLL 32 ASBD 34 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Book-Entry Share 6 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 Canceled Shares 6 Change in the Seller Recommendation 46 Chosen Courts 79 Claim 53 Closing 5 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 Covered Employees 52 DOL 24 Effective Time 5 Exchange Agent 8 Exchange Fund 8 FDIA 12 FDIC 14 Fractional Share Payment 8 Holders 8 Indemnified Party 53 Independent Contractors 23 IRS 22 Maximum Amount 53 Merger 4 Money Laundering Laws 22 Old Certificate 6 Party 70 PBGC 25 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 Takeover Statutes 30 Tax Opinion 58 TBOC 4 TDSML 11 Termination Fee 77 Voting Agreement 4 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.), Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.)

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Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 55 Agreement 4 5 ALLL 32 ASBD 34 30 Acquisition Agreement 65 Acquisition Proposal 66 Acquisition Transaction 66 Affiliate 66 Asset Quality Measuring Date 66 Assets 66 Average Closing Price 66 Bank Merger 5 Bankruptcy and Equity Exceptions 12 7 Bank Merger Agreement 7 Bank Merger Effective Time 7 Book-Entry Share 6 7 Books and Records 66 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC 53 Call Reports 36 67 Canceled Shares 6 7 Certificate 7 Change in the Seller Malvern Recommendation 46 49 Chosen Courts 79 Claim 53 81 Classified Assets 67 Closing 5 6 Closing Date 5 67 Closing Financial Statements 56 Confidentiality Agreement 50 60 Consent 67 Contract 67 Covered Employees 52 DOL 24 Employee 55 Debt Securities 61 Default 67 Delinquent Loans 67 Derivative Transaction 28 Determination Date 67 Director Designees 47 Disclosure Memorandum 67 Effective Time 5 6 Environmental Laws 68 Equity Rights 68 ERISA 68 ERISA Affiliate 68 Exchange Act 68 Exchange Agent 8 9 Exchange Fund 8 FDIA 12 9 Exchange Ratio 7 Exhibit 68 Expense Xxxxxxxxxxxxx 00 XXXX 15 FDIC 14 Fractional Share Payment 8 Holders 8 15 FDIC Documents 68 Federal Reserve 68 First Bank 5 First Bank Capital Stock 68 First Bank Certificates 9 First Bank Common Stock 68 First Bank Entities 68 First Bank FDIC Reports 31 First Bank Financial Statements 68 First Bank Options 69 First Bank Regulatory Agreement 40 First Bank Stock Plans 69 First Bank Subsidiaries 69 Foundation Actions 5 GAAP 69 75 Hazardous Materials 69 Holding Company Act 69 Indemnified Party 53 Independent Contractors 23 IRS 22 Maximum Amount 53 57 Indenture 61 Intellectual Property 69 Internal Revenue Code 69 Joint Proxy Statement-Offering Circular 48 Knowledge 69 Law 69 Liability 70 Lien 70 Litigation 70 Loans 70 Losses 70 Malvern 5 Malvern Bank 5 Malvern Benefit Plan 00 Xxxxxxx Xxxxxx Stock 70 Malvern Contracts 26 Malvern Entities 71 Xxxxxxx XXXX 00 Malvern Financial Statements 71 Malvern Foundation 5 Malvern Insiders 59 Malvern Recommendation 49 Malvern Regulatory Agreement 27 Xxxxxxx XXX 0 Malvern SEC Reports 16 Malvern Shareholder Approval 12 Malvern Shareholders 9 Malvern Stock Option 8 Malvern Stock Optionholders 8 Malvern Stock Plan 71 Malvern Subsidiary 71 Material 71 Material Adverse Effect 71 Merger 4 5 Merger Consideration 7 Money Laundering Laws 22 Old Certificate NASDAQ 72 NJBL 5 NJDBI 6 Non-Performing Assets 72 Non-Performing Loans 72 OCC 72 OFAC 31 Offering Circular 72 Operating Property 72 Order 72 Ordinary Course 72 OREO 72 PADOS 6 76 Pandemic 72 Pandemic Measures 73 Participation Facility 73 Party 70 PBGC 25 73 PBCL 5 Per Share Cash Consideration 7 Permit 73 Permitted Liens 19 Personally Identifiable Information 20 Person 73 Pool 31 Proxy Statement/Prospectus 46 30 Real Property 19 Regulation O 31 Regulatory Authorities 73 Regulatory Communication 53 Representatives 73 Requisite Regulatory Approvals 58 60 Sanctioned Countries 32 31 Sanctions 33 Xxxxxxxx-Xxxxx 31 SDN List 31 SEC 73 Securities Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital 73 Securities Laws 73 Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit Consideration 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Price 8 Subsidiaries 73 Superior Proposal 74 Surviving Corporation 4 Surviving Entity 5 72 74 Systems 20 Takeover Statutes 30 Laws 29 Tax or Taxes 74 Tax Opinion 58 TBOC 4 TDSML 11 61 Tax Return 74 Termination Fee 77 78 Voting Agreement 4 Agreements 5 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit Exhibit, Disclosure Memorandum, document, instrument or Disclosure Memorandum certificate made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger and the Bank Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party First Bank with the FDIC and publicly available on the FDIC’s website at least two Business Days prior to the date hereof or (d) filed by Malvern with the SEC and publicly available on XXXXX the SEC’s website at least two Business Days prior to the date hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Malvern Bancorp, Inc.), Agreement and Plan of Merger (Malvern Bancorp, Inc.)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 2010 Health Care Law 22 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 46 Additional Director 51 Advisory Board 51 Agreement 4 1 ALLL 32 ASBD 34 28 Average Closing Price 56 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Book-Entry Share 6 2 BCB 1 BCB Bank 2 BCB Certificates 9 BCB Ratio 55 BCB SEC Reports 31 BCB Series E Preferred Stock 3 BCB Series F Preferred Stock 4 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 43 Canceled Shares 6 3 Cash Consideration 3 Cash Election 3 Cash Election Shares 3 Cash Value 5 Certificate 4 Change in the Seller IAB Recommendation 46 41 Chosen Courts 79 Claim 53 69 Closing 5 Closing Date 5 1 Closing Financial Statements 56 Confidentiality Agreement 50 Closing Tangible Common Equity 4 Covered Employees 52 45 CRA 18 Derivative Transaction 25 Determination Date 56 DOL 24 21 Effective Time 5 2 Election 7 Election Deadline 8 Exchange Agent 8 7, 9 Exchange Agent Agreement 7 Exchange Fund 8 9 Exchange Ratio 3 FDIA 12 14 FDIC 14 Fractional Share Payment 8 Holders 8 Final Index Price 56 Form of Election 7 Holder 7 IAB 1 IAB Bank 2 IAB Bank Common Stock 13 IAB Benefit Plans 21 IAB Contracts 24 IAB Recommendation 41 IAB Regulatory Agreement 24 IAB Shareholder Approval 41 IAB Stock Option 7 Indemnified Party 53 Independent Contractors 23 47 Indemnity Payment 48 Index Price 56 Index Ratio 55 IRS 22 21 Mailing Date 8 Maximum Amount 53 47 Merger 4 1 Merger Consideration 3 Money Laundering Laws 22 Old Certificate 6 Party 70 19 XXXXX 0 XXXX 11 Non-Electing Shares 3 Offer Letter 45 PBGC 25 21 Permitted Liens 19 Personally Identifiable Information 20 16 Pool 31 27 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 Statement 40 Reallocated Cash Shares 5 Reallocated Stock Shares 5 Regulatory Communication 43 Requisite Regulatory Approvals 58 51 Sanctioned Countries 32 29 Sanctions 33 29 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital 18 Shareholders' Meeting 41 Starting Date 56 Starting Price 56 Stock 72 Seller Bank Common Consideration 3 Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Election 3 Stock Election Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 3 Subsidiary Plan of Merger 5 Surviving Corporation 4 Surviving Entity 5 72 2 Systems 20 17 Takeover Statutes 30 Laws 26 Tax Opinion 58 TBOC 4 TDSML 11 52 Termination Fee 77 Voting Agreement 4 67 Transaction Expenses 50 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include,” “" "includes" or "including" are used in this Agreement, they shall be deemed followed by the words "without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” " The words "hereby,” “" "herein,” “" "hereof,” “" "hereunder" and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, schedule or Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to "dollars" or "$" in this Agreement are to United States dollars. All references to "the transactions contemplated by this Agreement" (or similar phrases) include the transactions provided for in this Agreement, including the Merger and the Bank Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term "made available" means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, hereof or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (BCB Bancorp Inc)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 46 Agreement 4 1 ALLL 32 ASBD 34 28 Average Closing Price 54 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Book-Entry Share 6 2 BHC Act 11 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 43 Canceled Shares 6 3 Cash Consideration 3 Cash Election 3 Cash Election Shares 3 Cash Value 4 Certificate 4 Change in the Seller PLFC Recommendation 46 41 Chosen Courts 79 Claim 53 68 Closing 5 2 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 2 Covered Employees 52 45 Derivative Transaction 25 Determination Date 54 DGCL 1 Dissenting Shareholders 11 Dissenting Shares 11 DOL 24 22 Effective Time 5 2 Election 7 Election Deadline 8 Exchange Agent 8 7 Exchange Agent Agreement 7 Exchange Fund 8 9 Exchange Ratio 3 FDIA 12 14 FDIC 14 Fractional Share Payment 8 Holders 8 Final Index Price 54 Form of Election 7 Indemnified Party 53 Independent Contractors 23 47 Index Group 54 Index Price 54 Index Ratio 54 IRS 22 Mailing Date 8 Maximum Amount 53 47 Merger 4 1, 49 Merger Consideration 3 Money Laundering Laws 20 Non-Electing Shares 4 Notice Period 42 OFAC 29 Offer Letter 45 PBCL 1 PBGC 22 Old Certificate 6 Party 70 PBGC 25 PDB 12 Permitted Liens 19 Personally Identifiable Information 20 18 PLFC 1 PLFC Bank 2 PLFC Bank Common Stock 14 PLFC Benefit Plans 21 PLFC Contracts 24 PLFC ERISA Plan 21 PLFC Recommendation 41 PLFC Regulatory Agreement 25 PLFC RRP 7 PLFC Series C Preferred Stock 1 PLFC Shareholder Approval 40 PLFC Stock Option 6 Pool 31 28 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 Statement 40 Reallocated Cash Shares 4 Reallocated Stock Shares 5 Regulatory Communication 44 Requisite Regulatory Approvals 58 51 Sanctioned Countries 32 29 Sanctions 33 29 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 20 SBLF Purchase 50 SDN List 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 40 SLBF 1 Starting Date 54 Starting Price 55 Stock Consideration 3 Stock Election 3 Stock Election Shares 3 Subchapter D 11 Subsidiary Plan of Merger 5 Surviving Corporation 4 3 Surviving Entity 5 72 2 Systems 20 18 Takeover Statutes 30 Laws 26 Tax Opinion 58 TBOC 4 TDSML 11 51 Termination Fee 77 Voting Agreement 4 66 Treasury 1 WSFS 1 WSFS Bank 2 WSFS Certificates 8 WSFS Ratio 54 WSFS SEC Reports 31 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, schedule or Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger and the Bank Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, hereof or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (WSFS Financial Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plans 43 Agreement 1 Alliance 1 Alliance Bank 2 Alliance Bank Common Stock 12 Alliance Benefit Plans 20 Alliance Contracts 22 Alliance ESOP 8 Alliance ERISA Plan 52 ABCA 4 Aggregate Cash Increase 7 20 Alliance Insiders 47 Alliance Recommendation 37 Alliance RRP 6 Alliance Regulatory Agreement 4 22 Alliance SEC Reports 13 Alliance Shareholder Approval 37 Alliance Stock Option 6 ALLL 32 ASBD 34 26 Avreage Closing Price 51 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Book-Entry Share 6 2 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 40 Canceled Shares 6 3 Cash Consideration 3 Cash Election 3 Cash Election Shares 3 Cash Value 4 Certificate 4 Change in the Seller Alliance Recommendation 46 38 Chosen Courts 79 Claim 53 65 Closing 5 2 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 2 Covered Employees 52 42 Derivative Transaction 23 Determination Date 51 DGCL 1 DOL 24 20 Effective Time 5 2 Election 6 Election Deadline 7 ESOP Loan Agreements 8 Exchange Agent 8 7 Exchange Agent Agreement 7 Exchange Fund 8 Exchange Ratio 3 FDIA 12 13 FDIC 14 Fractional Share Payment 8 Holders 8 13 Final Index Price 52 Form of Election 7 HOLA 10 Holder 6 Indemnified Party 53 Independent Contractors 23 45 Index Group 52 Index Ratio 51 Index Price 52 IRS 22 20 Mailing Date 7 Maximum Amount 53 45 Merger 4 1 Merger Consideration 3 Money Laundering Laws 22 Old Certificate 6 Party 70 19 Non-Electing Shares 3 Notice Period 39 OFAC 26 PBCL 1 PBGC 25 20 PDB 10 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 16 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 Statement 37 Reallocated Cash Shares 4 Reallocated Stock Shares 5 Regulatory Communication 41 Requisite Regulatory Approvals 58 Sanctioned Countries 32 48 Sanctions 33 Xxxxxxxx26 Sxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 37 Starting Date 52 Starting Price 52 Stock Consideration 3 Stock Election 3 Stock Election Shares 3 Subsidiary Plan of Merger 5 Surviving Corporation 4 2 Surviving Entity 5 72 2 Systems 20 17 Takeover Statutes 30 Laws 24 Tax Opinion 58 TBOC 4 TDSML 11 48 Termination Fee 77 Voting Agreement 4 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the 63 WSFS 1 WSFS Bank 2 WSFS Certificates 7 WSFS Ratio 51 WSFS SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.Reports 28

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Alliance Bancorp, Inc. Of Pennsylvania)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 Termination Date 53 ACL 27 Advisory Entities 28 Agreement 4 ALLL 32 ASBD 34 1 Bank Merger 5 1 Bankruptcy and Equity Exceptions 12 9 Book-Entry Share 6 4 Broker-Dealer Entities 00 Xxxx Xxxx 0 Xxxx Xxxx 000(x) Plan 53 Bryn Mawr Advisory Entity 00 Xxxx Xxxx Xxxxx 00 Xxxx Xxxx Xxxx 1 Bryn Mawr Bank Common Stock 10 Bryn Mawr Benefit Plan 20 Bryn Mawr Contracts 23 Bryn Mawr Directors 00 Xxxx Xxxx Xxxxxxxxxx 58 Bryn Mawr Insiders 57 Bryn Mawr Meeting 46 Bryn Mawr Pension Plan 21 Bryn Mawr Recommendation 46 Bryn Mawr Regulatory Agreement 24 Bryn Mawr Restricted Stock Award 4 Bryn Mawr SEC Reports 11 Bryn Mawr Shareholder Approval 8 Bryn Mawr Stock Option 4 Bryn Mawr Systems 16 Bryn Mawr Tax Opinion 60 Bryn Mawr Voting Agreement 1 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 50 Canceled Shares 6 3 Certificate 4 Change in the Seller Bryn Mawr Recommendation 46 47 Change in the WSFS Recommendation 47 Charter Conversion 3 Chosen Courts 79 78 Claim 53 54 Closing 5 2 Closing Date 5 Closing Financial Statements 56 2 Confidentiality Agreement 50 51 Covered Employees 52 DGCL 1 DOL 24 19 Effective Time 2 Exchange Agent 5 Exchange Agent 8 Fund 5 Exchange Fund 8 FDIA 12 FDIC 14 Fractional Share Payment Ratio 4 HOLA 8 Holders 8 5 Indemnified Party 53 54 Independent Contractors 23 19 Investment Advisers Act 28 Investment Company Act 28 IRS 22 20 Maximum Amount 53 54 Merger 1 Merger Consideration 4 Money Laundering Laws 22 Old Certificate 6 Party 70 Mergers 1 OCC 3 PBCL 1 PBGC 25 20 PDBS 8 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 15 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Service Agreements 1 Subsidiary Plan of Merger 5 3 Surviving Bank 1 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 1 Takeover Statutes 25 Termination Date 61 Termination Fee 75 TP Advisory Entity 28 TP Broker-Dealer Entity 30 WSFS 1 WSFS Bank 1 WSFS Certificates 5 WSFS Meeting 46 WSFS Recommendation 46 WSFS Regulatory Agreement 38 WSFS SEC Reports 34 WSFS Stockholder Approval 32 WSFS Tax Opinion 58 TBOC 4 TDSML 11 Termination Fee 77 Voting Agreement 4 59 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the MergerMergers. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bryn Mawr Bank Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 Advisory Board 56 Agreement 4 1 ALLL 32 ASBD 34 27 Bank Merger 5 1 Bankruptcy and Equity Exceptions 12 9 Beneficial 1 Beneficial Bank 1 Beneficial Bank Common Stock 10 Beneficial Benefit Plan 20 Beneficial Contracts 24 Beneficial Directors 55 Beneficial Insiders 56 Beneficial KSOP 5 Beneficial Meeting 45 Beneficial Pension Plan 22 Beneficial Recommendation 45 Beneficial Regulatory Agreement 24 Beneficial Restricted Stock Award 4 Beneficial SEC Reports 11 Beneficial Severance Plan 52 Beneficial Stock Option 4 Beneficial Stockholder Approval 9 Beneficial Systems 16 Beneficial Voting Agreement 1 Book-Entry Share 6 3 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 48 Canceled Shares 6 3 Cash Consideration 3 Certificate 3 Change in the Seller Beneficial Recommendation 46 45 Change in the WSFS Recommendation 45 Chosen Courts 79 75 Claim 53 Closing 5 2 Closing Date 5 Closing Financial Statements 56 2 Confidentiality Agreement 50 Covered Employees 52 50 DGCL 1 DOL 24 20 Effective Time 2 Exchange Agent 5 Exchange Agent Fund 6 Exchange Ratio 3 Executive Agreements 1 FDIA 18 FDIC 8 Exchange Fund 8 FDIA 12 FDIC 14 Fractional Share Payment 8 Final Index Price 60 Holders 8 5 Indemnified Party 53 Independent Contractors 23 19 Index Price 60 Index Ratio 60 IRS 22 21 KSOP Termination Date 5 Maximum Amount 53 Merger 4 Money Laundering Laws 22 Old Certificate 6 Party 70 1 Merger Consideration 3 Mergers 1 MGCL 1 OCC 29 PBGC 25 21 PDBS 8 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 16 Regulation O 31 18 Regulation W 18 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 Xxxxxxxx57 Sxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital 11 Starting Date 60 Starting Price 61 Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Consideration 3 Subsidiary Plan of Merger 5 3 Surviving Bank 1 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 1 Takeover Statutes 30 26 Tax Opinion 58 TBOC 4 TDSML 11 57 Termination Fee 77 73 Voting Agreements 1 WSFS 1 71 WSFS Bank 1 WSFS Certificates 5 WSFS Meeting 45 WSFS Ratio 60 WSFS Recommendation 45 WSFS Regulatory Agreement 38 WSFS SEC Reports 31 WSFS Stockholder Approval 29 WSFS Systems 35 WSFS Voting Agreement 4 1 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the MergerMergers. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX EXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (WSFS Financial Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 Advisory Board 6 Agreement 4 ALLL 32 ASBD 34 27 Average Closing Price 49 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Book-Entry Share 6 7 Burdensome Condition 49 40 Buyer 4 Buyer Bank 5 Buyer Certificates 8 10 Buyer Ratio 48 Buyer SEC Reports 36 29 Canceled Shares 9 Cash Consideration 6 Change in the Seller Recommendation 46 Chosen Courts 79 Claim 53 Cash Election 6 Cash Election Shares 6 Cash Value 7 Certificate 7 Closing 5 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 4 Covered Employees 52 42 Derivative Transaction 25 Determination Date 49 DGCL 4 Dissenting Shares 12 Dissenting Stockholders 12 DOL 24 22 EESA 23 Effective Time 5 Election 9 Election Deadline 10 Exchange Agent 8 10 Exchange Agent Agreement 10 Exchange Fund 8 11 Exchange Ratio 6 FDIA 12 16 FDIC 14 Fractional Share Payment 8 Holders 8 16 Final Index Price 49 Form of Election 9 Holder 9 Indemnified Party 53 Independent Contractors 23 43 Index Group 49 Index Price 49 Index Ratio 48 IRS 22 Mailing Date 9 Maximum Amount 53 44 Merger 4 Merger Consideration 6 Money Laundering Laws 22 Old Certificate 21 Non-Electing Shares 6 Party 70 PBGC 25 Notice Period 39 NRSA 4 OCC 16 OFAC 27 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 Statement 37 Reallocated Cash Shares 7 Reallocated Stock Shares 8 Regulatory Communication 40 Requisite Regulatory Approvals 58 Sanctioned Countries 32 45 Retiree Medical Coverage 42 Review 37 Safety and Soundness Examination 36 Sanctions 33 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital 27 Sections 92A.300 to 92A.500 12 Starting Date 49 Starting Price 49 Stock 72 Seller Bank Common Consideration 6 Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Election 6 Stock Election Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders6 Stockholders’ Meeting 46 38 Subsidiary Plan of Merger 5 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 Takeover Statutes 30 Laws 25 Target 4 Target Bank 5 Target Bank Common Stock 15 Target Benefit Plans 22 Target Contracts 24 Target ERISA Plan 22 Target Recommendation 38 Target Stockholder Approval 38 Tax Opinion 58 TBOC 4 TDSML 11 45 Termination Fee 77 Voting 60 Written Agreement 4 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.36

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (WSFS Financial Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 51 Agreement 4 ALLL 32 ASBD 34 Bank Merger 5 Bankruptcy and Equity Exceptions 12 33 Asset Quality Measuring Date 59 Book-Entry Share 6 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 Canceled Shares 6 Cash Consideration 6 Certificate 6 Change in the Seller Southwest Recommendation 46 Chosen Courts 79 Claim 53 Claims Period 27 Closing 5 4 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 Contractors 25 Covered Employees 52 51 Derivative Transaction 30 DOL 24 26 Effective Time 5 Exchange Agent 8 Fund 7 Exchange Fund 8 Ratio 6 FDIA 12 14 FDIC 14 Fractional Share Payment 8 Holders 8 7 Indemnified Party 53 Independent Contractors 23 52 IRS 22 26 KBWR 61 Maximum Amount 53 Merger 4 Merger Consdieration 6 Money Laundering Laws 22 Old Certificate 6 Party 70 PBGC 25 24 Notice Period 47 OFAC 34 OGCA 4 XXXX 00 XXXX 00 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Statement 45 Real Property 19 Regulation O 31 20 Regulatory Communication 49 Requisite Regulatory Approvals 58 57 Sanctioned Countries 32 34 Sanctions 33 34 Xxxxxxxx-Xxxxx Act 16 SDN List 34 Section 10.351 et seq. 1091 10 Seller Self-Funded Health or Welfare Plan 27 Xxxxxxx 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Xxxxxxx Certificates 7 Xxxxxxx Dissenting Shareholders 10 Xxxxxxx Dissenting Shares 10 Xxxxxxx Recommendation 46 Xxxxxxx SEC Reports 36 Xxxxxxx Shareholder Approval 46 Xxxxxxx’ Shareholders’ Meeting 46 Southwest 4 Southwest Bank Common Stock 72 Seller 13 Southwest Benefit Plan 25 Seller Plans 26 Southwest Contracts 28 Seller 29 Southwest Dissenting Shareholders 10 Seller Southwest Dissenting Shares 10 Seller Financial Statements 72 Seller 00 Xxxxxxxxx XXXXX Xxxx 00 Xxxxxxxxx II Subordinated Debentures 56 Southwest Insiders 55 Southwest Recommendation 46 Seller Southwest Regulatory Agreement 29 Seller Southwest Restricted Stock Unit Award 6 Southwest Savings Plan 7 Seller Southwest SEC Reports 14 Seller Southwest Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller45 Southwest Subordinated Debentures 56 Southwest Trademarks 21 Southwest’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Surviving Corporation 45 Stock Consideration 6 Subchapter 13 10 Subordinated Debentures 56 Support Agreement 4 Surviving Entity 5 72 Systems 20 21 Takeover Statutes 30 Laws 31 Tax Opinion 58 TBOC 4 TDSML 11 Termination Fee 77 Voting Agreement 4 74 Transaction Fee Schedule 56 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, schedule or Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, hereof or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 55 Agreement 4 5 ALLL 32 ASBD 34 30 Acquisition Agreement 65 Acquisition Proposal 66 Acquisition Transaction 66 Affiliate 66 Asset Quality Measuring Date 66 Assets 66 Average Closing Price 66 Bank Merger 5 Bankruptcy and Equity Exceptions 12 7 Bank Merger Agreement 7 Bank Merger Effective Time 7 Book-Entry Share 6 7 Books and Records 66 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC 53 Call Reports 36 67 Canceled Shares 6 7 Certificate 7 Change in the Seller Malvern Recommendation 46 49 Chosen Courts 79 Claim 53 81 Classified Assets 67 Closing 5 6 Closing Date 5 67 Closing Financial Statements 56 Confidentiality Agreement 50 60 Consent 67 Contract 67 Covered Employees 52 DOL 24 Employee 55 Debt Securities 61 Default 67 Delinquent Loans 67 Derivative Transaction 28 Determination Date 67 Director Designees 47 Disclosure Memorandum 67 Effective Time 5 6 Environmental Laws 68 Equity Rights 68 ERISA 68 ERISA Affiliate 68 Exchange Act 68 Exchange Agent 8 9 Exchange Fund 8 9 Exchange Ratio 7 Exhibit 68 Expense Reimbursement 78 FDIA 12 15 FDIC 14 Fractional Share Payment 8 Holders 8 15 FDIC Documents 68 Federal Reserve 68 First Bank 5 First Bank Capital Stock 68 First Bank Certificates 9 First Bank Common Stock 68 First Bank Entities 68 First Bank FDIC Reports 31 First Bank Financial Statements 68 First Bank Options 69 First Bank Regulatory Agreement 40 First Bank Stock Plans 69 First Bank Subsidiaries 69 Foundation Actions 5 GAAP 69 75 Hazardous Materials 69 Holding Company Act 69 Indemnified Party 53 Independent Contractors 23 IRS 22 Maximum Amount 53 57 Indenture 61 Intellectual Property 69 Internal Revenue Code 69 Joint Proxy Statement-Offering Circular 48 Knowledge 69 Law 69 Liability 70 Lien 70 Litigation 70 Loans 70 Losses 70 Malvern 5 Malvern Bank 5 Malvern Benefit Plan 70 Malvern Common Stock 70 Malvern Contracts 26 Malvern Entities 71 Malvern ESOP 56 Malvern Financial Statements 71 Malvern Foundation 5 Malvern Insiders 59 Malvern Recommendation 49 Malvern Regulatory Agreement 27 Malvern RSA 8 Malvern SEC Reports 16 Malvern Shareholder Approval 12 Malvern Shareholders 9 Malvern Stock Option 8 Malvern Stock Optionholders 8 Malvern Stock Plan 71 Malvern Subsidiary 71 Material 71 Material Adverse Effect 71 Merger 4 5 Merger Consideration 7 Money Laundering Laws 22 Old Certificate NASDAQ 72 NJBL 5 NJDBI 6 Non-Performing Assets 72 Non-Performing Loans 72 OCC 72 OFAC 31 Offering Circular 72 Operating Property 72 Order 72 Ordinary Course 72 OREO 72 PADOS 6 76 Pandemic 72 Pandemic Measures 73 Participation Facility 73 Party 70 PBGC 25 73 PBCL 5 Per Share Cash Consideration 7 Permit 73 Permitted Liens 19 Personally Identifiable Information 20 Person 73 Pool 31 Proxy Statement/Prospectus 46 30 Real Property 19 Regulation O 31 Regulatory Authorities 73 Regulatory Communication 53 Representatives 73 Requisite Regulatory Approvals 58 60 Sanctioned Countries 32 31 Sanctions 33 Xxxxxxxx-Xxxxx 31 SDN List 31 SEC 73 Securities Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital 73 Securities Laws 73 Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit Consideration 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Price 8 Subsidiaries 73 Superior Proposal 74 Surviving Corporation 4 Surviving Entity 5 72 74 Systems 20 Takeover Statutes 30 Laws 29 Tax or Taxes 74 Tax Opinion 58 TBOC 4 TDSML 11 61 Tax Return 74 Termination Fee 77 78 Voting Agreement 4 Agreements 5 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit Exhibit, Disclosure Memorandum, document, instrument or Disclosure Memorandum certificate made or delivered pursuant to this Agreement but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger and the Bank Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party First Bank with the FDIC and publicly available on the FDIC’s website at least two Business Days prior to the date hereof or (d) filed by Malvern with the SEC and publicly available on XXXXX the SEC’s website at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Malvern Bancorp, Inc.)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plans 43 Agreement 1 Alliance 1 Alliance Bank 2 Alliance Bank Common Stock 12 Alliance Benefit Plans 20 Alliance Contracts 22 Alliance ESOP 8 Alliance ERISA Plan 52 ABCA 4 Aggregate Cash Increase 7 20 Alliance Insiders 47 Alliance Recommendation 37 Alliance RRP 6 Alliance Regulatory Agreement 4 22 Alliance SEC Reports 13 Alliance Shareholder Approval 37 Alliance Stock Option 6 ALLL 32 ASBD 34 26 Average Closing Price 51 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Book-Entry Share 6 2 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 40 Canceled Shares 6 3 Cash Consideration 3 Cash Election 3 Cash Election Shares 3 Cash Value 4 Certificate 4 Change in the Seller Alliance Recommendation 46 38 Chosen Courts 79 Claim 53 65 Closing 5 2 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 2 Covered Employees 52 42 Derivative Transaction 23 Determination Date 51 DGCL 1 DOL 24 20 Effective Time 5 2 Election 6 Election Deadline 7 ESOP Loan Agreements 8 Exchange Agent 8 7 Exchange Agent Agreement 7 Exchange Fund 8 Exchange Ratio 3 FDIA 12 13 FDIC 14 Fractional Share Payment 8 Holders 8 13 Final Index Price 52 Form of Election 7 HOLA 10 Holder 6 Indemnified Party 53 Independent Contractors 23 45 Index Group 52 Index Ratio 51 Index Price 52 IRS 22 20 Mailing Date 7 Maximum Amount 53 45 Merger 4 1 Merger Consideration 3 Money Laundering Laws 22 Old Certificate 6 Party 70 19 Non-Electing Shares 3 Notice Period 39 OFAC 26 PBCL 1 PBGC 25 20 PDB 10 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 16 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 Statement 37 Reallocated Cash Shares 4 Reallocated Stock Shares 5 Regulatory Communication 41 Requisite Regulatory Approvals 58 Sanctioned Countries 32 48 Sanctions 33 26 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 37 Starting Date 52 Starting Price 52 Stock Consideration 3 Stock Election 3 Stock Election Shares 3 Subsidiary Plan of Merger 5 Surviving Corporation 4 2 Surviving Entity 5 72 2 Systems 20 17 Takeover Statutes 30 Laws 24 Tax Opinion 58 TBOC 4 TDSML 11 48 Termination Fee 77 Voting Agreement 4 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the 63 WSFS 1 WSFS Bank 2 WSFS Certificates 7 WSFS Ratio 51 WSFS SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.Reports 28

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (WSFS Financial Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 Advisory Board 56 Agreement 4 1 ALLL 32 ASBD 34 27 Bank Merger 5 1 Bankruptcy and Equity Exceptions 12 9 Beneficial 1 Beneficial Bank 1 Beneficial Bank Common Stock 10 Beneficial Benefit Plan 20 Beneficial Contracts 24 Beneficial Directors 55 Beneficial Insiders 56 Beneficial KSOP 5 Beneficial Meeting 45 Beneficial Pension Plan 22 Beneficial Recommendation 45 Beneficial Regulatory Agreement 24 Beneficial Restricted Stock Award 4 Beneficial SEC Reports 11 Beneficial Severance Plan 52 Beneficial Stock Option 4 Beneficial Stockholder Approval 9 Beneficial Systems 16 Beneficial Voting Agreement 1 Book-Entry Share 6 3 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 48 Canceled Shares 6 3 Cash Consideration 3 Certificate 3 Change in the Seller Beneficial Recommendation 46 45 Change in the WSFS Recommendation 45 Chosen Courts 79 75 Claim 53 Closing 5 2 Closing Date 5 Closing Financial Statements 56 2 Confidentiality Agreement 50 Covered Employees 52 50 DGCL 1 DOL 24 20 Effective Time 2 Exchange Agent 5 Exchange Agent Fund 6 Exchange Ratio 3 Executive Agreements 1 FDIA 18 FDIC 8 Exchange Fund 8 FDIA 12 FDIC 14 Fractional Share Payment 8 Final Index Price 60 Holders 8 5 Indemnified Party 53 Independent Contractors 23 19 Index Price 60 Index Ratio 60 IRS 22 21 KSOP Termination Date 5 Maximum Amount 53 Merger 4 Money Laundering Laws 22 Old Certificate 6 Party 70 1 Merger Consideration 3 Mergers 1 MGCL 1 OCC 29 PBGC 25 21 PDBS 8 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 16 Regulation O 31 18 Regulation W 18 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 57 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital 11 Starting Date 60 Starting Price 61 Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Consideration 3 Subsidiary Plan of Merger 5 3 Surviving Bank 1 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 1 Takeover Statutes 30 26 Tax Opinion 58 TBOC 4 TDSML 11 57 Termination Fee 77 73 Voting Agreements 1 WSFS 1 WSFS Bank 1 WSFS Certificates 5 WSFS Meeting 45 WSFS Ratio 60 WSFS Recommendation 45 WSFS Regulatory Agreement 38 WSFS SEC Reports 31 WSFS Stockholder Approval 29 WSFS Systems 35 WSFS Voting Agreement 4 1 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the MergerMergers. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Beneficial Bancorp Inc.)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 280G Stockholder Approval 54 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 53 Agreement 4 1 ALLL 32 ASBD 34 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Book-Entry Share 6 28 72 Average Closing Price 63 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 50 Canceled Shares 6 3 Certificate 3 Change in the Seller First Mariner Recommendation 46 49 Chosen Courts 79 Claim 53 78 Closing 5 2 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 2 Commissioner 2 Covered Employees 52 Derivative Transaction 25 Determination Date 64 DOL 24 21 Effective Time 2 Exchange Agent 5 Exchange Agent Fund 5 Exchange Ratio 3 FDIA 11 FDIC 11 Final Index Price 64 First Mariner 1 First Mariner Benefit Plans 21 First Mariner Contracts 24 First Mariner Dissenting Shares 8 Exchange Fund 8 FDIA 12 FDIC 14 Fractional Share Payment 8 Holders 8 First Mariner Recommendation 49 First Mariner Regulatory Agreement 25 First Mariner Stock Option 4 First Mariner Stockholder Agreement 1 First Mariner Stockholder Approval 9 First Mariner Stockholder Consent 1 First Mariner Termination Fee 75 First Mariner Warrant 4 Howard 1 Howard Bank 1 Howard Benefit Plans 41 Howard Certificates 5 Howard Ratio 63 Howard Real Property 38 Howard Recommendation 49 Howard Regulatory Agreement 37 Howard Reimbursement Amount 75 Howard SEC Reports 32 Howard Stockholder Approval 49 Howard Systems 39 Howard Termination Fee 75 Howard’s Stockholders’ Meeting 49 Indemnified Party 53 Independent Contractors 23 54 Index Group 64 Index Price 64 Index Ratio 63 IRS 22 21 Maximum Amount 53 55 MCFI 1 MDOFR 2 Merger 4 1 Merger Consideration 3 MGCL 2 Money Laundering Laws 22 Old Certificate 6 Party 70 19 OFAC 29 PBGC 25 21 Permitted Liens 19 Personally Identifiable 15 Pool 27 Proxy/Information 20 Pool 31 Proxy Statement/Prospectus 46 Statement 48 Real Property 19 Regulation O 31 15 Regulatory Communication 50 Requisite Regulatory Approvals 58 59 Sanctioned Countries 32 29 Sanctions 33 Xxxxxxxx29 Sarbanes-Xxxxx Oxley Act 18 Starting Date 64 Starting Price 64 Systems 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 Takeover Statutes 30 Laws 26 Tax Opinion 58 TBOC 4 TDSML 11 Termination Fee 77 Voting Agreement 4 60 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, schedule or Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, hereof or (c) filed by a Party with the SEC and publicly available on XXXXX EDGAR at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Howard Bancorp Inc)

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Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 76 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 58 Adjusted Stock Option 5 Agreement 4 1 ALLL 32 ASBD 34 27 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Benefit Plan 81 Book-Entry Share 6 4 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 55 Canceled Shares 6 4 Certificate 4 Change in the Seller Green Recommendation 46 52 Chosen Courts 79 83 Claim 53 59 Closing 5 2 Closing Date 5 Closing Financial Statements 56 2 Confidentiality Agreement 50 56 Covered Employees 52 57 DOL 24 21 Effective Time 5 2 Employment Agreements 1 Exchange Agent 8 6 Exchange Fund 8 7 Exchange Ratio 4 FDIA 19 FDIC 12 FDIC 14 Fractional Share Payment 8 Green 1 Green Bank 1 Green Bank Common Stock 12 Green Benefit Plan 70 Green Continuing Directors 62 Green Contracts 24 Green Director Voting Agreement 1 Green Insiders 62 Green Meeting 51 Green Recommendation 51 Green Regulatory Agreement 24 Green SEC Reports 12 Green Shareholder Approval 10 Green Shareholder Voting Agreement 1 Green Trust Preferred Securities 11 Green Voting Agreements 1 Holdco Mergers 1 Holders 8 6 Indemnified Party 53 59 Independent Contractors 23 20 IRS 22 21 Joint Proxy/Prospectus 51 Key Individuals Agreements 1 Maximum Amount 53 59 77 Merger 1 Merger Consideration 4 Money Laundering Laws 22 Old Certificate 6 Party 70 Merger Sub 1 Merger Transactions 1 OCC 9 PBGC 25 21 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 16 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 63 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Second Merger 1 Subsidiary Plan of Merger 5 3 Surviving Bank 3 Surviving Corporation 4 Surviving Entity 5 72 1 Systems 20 17 Takeover Statutes 30 Tax Opinion 58 26 TBOC 4 TDSML 11 1 Termination Fee 77 79 Veritex 1 Veritex Bank 1 Veritex Certificates 6 Veritex Xxxxxxxxx 00 Xxxxxxx XXXX 31 Veritex Meeting 51 Veritex Regulatory Agreement 42 Veritex SEC Reports 32 Veritex Shareholder Approval 29 Veritex Voting Agreement 4 1 Veritex Welfare Benefit Plans 57 Voting Agreements 1 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the MergerMerger Transactions. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 51 ABCA 4 Aggregate Cash Increase 7 Agreement 4 ALLL 32 ASBD 34 Bank Merger 5 Bankruptcy and Equity Exceptions 12 33 Asset Quality Measuring Date 59 Book-Entry Share 6 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 Canceled Shares 6 Cash Consideration 6 Certificate 6 Change in the Seller Southwest Recommendation 46 Chosen Courts 79 Claim 53 Claims Period 27 Closing 5 4 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 Contractors 25 Covered Employees 52 51 Derivative Transaction 30 DOL 24 26 Effective Time 5 Exchange Agent 8 Fund 7 Exchange Fund 8 Ratio 6 FDIA 12 14 FDIC 14 Fractional Share Payment 8 Holders 8 7 Indemnified Party 53 Independent Contractors 23 52 IRS 22 26 KBWR 61 Maximum Amount 53 Merger 4 Merger Consdieration 6 Money Laundering Laws 22 Old Certificate 6 Party 70 PBGC 25 24 Notice Period 47 OFAC 34 OGCA 4 XXXX 00 XXXX 00 00 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Statement 45 Real Property 19 Regulation O 31 20 Regulatory Communication 49 Requisite Regulatory Approvals 58 57 Sanctioned Countries 32 34 Sanctions 33 34 Xxxxxxxx-Xxxxx Act 16 SDN List 34 Section 10.351 et seq. 1091 10 Seller Self-Funded Health or Welfare Plan 27 Simmons 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Simmons Certificates 7 Simmons Dissenting Shareholders 10 Simmons Dissenting Shares 10 Simmons Recommendation 46 Simmons SEC Reports 36 Simmons Shareholder Approval 46 Simmons’ Shareholders’ Meeting 46 Southwest 4 Southwest Bank Common Stock 72 Seller 13 Southwest Benefit Plan 25 Seller Plans 26 Southwest Contracts 28 Seller 29 Southwest Dissenting Shareholders 10 Seller Southwest Dissenting Shares 10 Seller Financial Statements 72 Seller 00 Xxxxxxxxx XXXXX Xxxx 00 Xxxxxxxxx II Subordinated Debentures 56 Southwest Insiders 55 Southwest Recommendation 46 Seller Southwest Regulatory Agreement 29 Seller Southwest Restricted Stock Unit Award 6 Southwest Savings Plan 7 Seller Southwest SEC Reports 14 Seller Southwest Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller45 Southwest Subordinated Debentures 56 Southwest Trademarks 21 Southwest’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Surviving Corporation 45 Stock Consideration 6 Subchapter 13 10 Subordinated Debentures 56 Support Agreement 4 Surviving Entity 5 72 Systems 20 21 Takeover Statutes 30 Laws 31 Tax Opinion 58 TBOC 4 TDSML 11 Termination Fee 77 Voting Agreement 4 74 Transaction Fee Schedule 56 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, schedule or Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, hereof or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Southwest Bancorp Inc)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 54 ABCA 4 5 Adjusted Reliance Shares Outstanding 11 Aggregate Cash Increase 7 Consideration 11 Aggregate Cash Equivalent Consideration 11 Aggregate Stock Option Payout 11 Aggregate Warrant Payout 11 Agreement 4 5 ALLL 32 ASBD 34 Bank Merger 5 Bankruptcy and Equity Exceptions 12 36 Asset Quality Measuring Date 60 Average Closing Price 11 Book-Entry Share 6 7 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 51 Canceled Shares 6 7 Cash Consideration 11 Certificate 7 Change in the Seller Reliance Recommendation 46 49 Chosen Courts 79 Claim 53 72 Closing 5 Closing Date 5 6 Closing Financial Statements 56 57 Confidentiality Agreement 50 52 Contractors 28 Convertible Debt 58 Covered Employees 52 53 Derivative Transaction 33 Determination Date 11 DOL 24 29 EESA 31 Effective Time 5 6 Exchange Agent 8 12 Exchange Fund 8 FDIA 13 FDIC 19 Fully Diluted Per Share Value 11 Fully Diluted Reliance Shares Outstanding 11 Holders 12 FDIC 14 Fractional Share Payment 8 Holders 8 Indemnified Party 53 Independent Contractors 23 54 IRS 22 29 Maximum Amount 53 55 Maximum Merger 4 Consideration 10 MDF 16 Merger 5 Merger Consideration 7 Minimum Amount 58 Minimum Merger Consideration 63 Money Laundering Laws 22 Old Certificate 6 Party 70 27 OFAC 37 OGCA 5 Option Exercise Price 11 PBGC 25 29 Per Share Cash Consideration 11 Per Share Cash Equivalent Consideration 11 Per Share Stock Consideration 11 Permitted Liens 19 Personally Identifiable Information 20 23 Pool 31 35 Preferred Certificate 15 Proxy Statement/Prospectus 46 Statement 48 Real Property 19 Regulation O 31 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller 23 Reliance 5 Reliance Bank Common Stock 72 Seller 18 Reliance Benefit Plan 25 Seller Plans 29 Reliance Contracts 28 Seller 32 Reliance Dissenting Shareholders 10 Seller 15 Reliance Dissenting Shares 10 Seller Financial Statements 72 Seller 15 Reliance ERISA Plan 29 Reliance Recommendation 46 Seller 48 Reliance Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller 32 Reliance Savings Plan 8 Reliance Series C Convertible Shares 11 Reliance Shareholder Approval 11 Seller 16 Reliance Shares Outstanding 12 Reliance Stock Option 7 Seller 8 Reliance Stock Option Amount 12 Reliance Stock Option Payout 7 Seller 8 Reliance Stock Options Outstanding 12 Reliance Warrant 7 Seller Amount 12 Reliance Warrant Payout 7 Seller8 Reliance Warrants Outstanding 12 Reliance’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 48 Requisite Regulatory Approvals 59 Sanctioned Countries 36 Sanctions 37 SDN List 37 Section 1091 15 Series A Preferred Stock 17 Series B Preferred Stock 17 Series C Designation 12 Series C Liquidation Payout 12 Series C Preferred Stock 17 Simmons 5 Surviving Corporation 4 Surviving Entity 5 72 Simmons Certificates 13 Simmons SEC Reports 39 Special Distribution 58 Stock Consideration 12 Subject Share 10 Systems 20 24 Takeover Statutes 30 Laws 34 Tax Opinion 58 TBOC 4 TDSML 11 59 Termination Fee 77 Voting Agreement 4 76 Total Dilution Consideration 12 Warrant Exercise Price 12 Weighted Average Option Exercise Price 12 Weighted Average Warrant Exercise Price 12 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit Exhibit, or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided included in the virtual data room (whether by physical or electronic deliveryon a continuation basis without subsequent modification) by one Party or its representatives to the other Party or its representatives of Reliance at least two Business Days prior to the date hereof, (b) included in the virtual data room provided (on a continuous basis without subsequent modificationwhether by physical or electronic delivery) of a Party by Simmons or its representatives to Reliance and its representatives at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 58 Adjusted Stock Option 5 Agreement 4 1 ALLL 32 ASBD 34 27 Bank Merger 5 Bankruptcy and Equity Exceptions 12 1 Benefit Plan 81 Book-Entry Share 6 4 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 55 Canceled Shares 6 4 Certificate 4 Change in the Seller Green Recommendation 46 52 Chosen Courts 79 83 Claim 53 59 Closing 5 2 Closing Date 5 Closing Financial Statements 56 2 Confidentiality Agreement 50 56 Covered Employees 52 57 DOL 24 21 Effective Time 5 2 Employment Agreements 1 Exchange Agent 8 6 Exchange Fund 8 7 Exchange Ratio 4 FDIA 19 FDIC 12 FDIC 14 Fractional Share Payment 8 Green 1 Green Bank 1 Green Bank Common Stock 12 Green Benefit Plan 70 Green Continuing Directors 62 Green Contracts 24 Green Director Voting Agreement 1 Green Insiders 62 Green Meeting 51 Green Recommendation 51 Green Regulatory Agreement 24 Green SEC Reports 12 Green Shareholder Approval 10 Green Shareholder Voting Agreement 1 Green Trust Preferred Securities 11 Green Voting Agreements 1 Holdco Mergers 1 Holders 8 6 Indemnified Party 53 59 Independent Contractors 23 20 IRS 22 21 Joint Proxy/Prospectus 51 Key Individuals Agreements 1 Maximum Amount 53 59 Merger 1 Merger Consideration 4 Money Laundering Laws 22 Old Certificate 6 Party 70 Merger Sub 1 Merger Transactions 1 OCC 9 PBGC 25 21 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 16 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 63 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Second Merger 1 Subsidiary Plan of Merger 5 3 Surviving Bank 3 Surviving Corporation 4 Surviving Entity 5 72 1 Systems 20 17 Takeover Statutes 30 Tax Opinion 58 26 TBOC 4 TDSML 11 1 Termination Fee 79 Veritex 1 Veritex Bank 1 Veritex Certificates 6 Veritex Contracts 41 Veritex ESOP 31 77 Veritex Meeting 51 Veritex Regulatory Agreement 42 Veritex SEC Reports 32 Veritex Shareholder Approval 29 Veritex Voting Agreement 4 1 Veritex Welfare Benefit Plans 57 Voting Agreements 1 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the MergerMerger Transactions. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Green Bancorp, Inc.)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 Termination Date 53 ACL 27 Advisory Entities 28 Agreement 4 ALLL 32 ASBD 34 1 Bank Merger 5 1 Bankruptcy and Equity Exceptions 12 8 Book-Entry Share 6 4 Broker-Dealer Entities 00 Xxxx Xxxx 0 Xxxx Xxxx 000(x) Plan 53 Bryn Mawr Advisory Entity 28 Bryn Mawr Agent 00 Xxxx Xxxx Xxxx 0 Xxxx Xxxx Xxxx Common Stock 10 Bryn Mawr Benefit Plan 20 Bryn Mawr Contracts 23 Bryn Mawr Directors 00 Xxxx Xxxx Xxxxxxxxxx 58 Bryn Mawr Insiders 57 Bryn Mawr Meeting 46 Bryn Mawr Pension Plan 21 Bryn Mawr Recommendation 47 Bryn Mawr Regulatory Agreement 24 Bryn Mawr Restricted Stock Award 4 Bryn Mawr SEC Reports 11 Bryn Mawr Shareholder Approval 8 Bryn Mawr Stock Option 4 Bryn Mawr Systems 16 Bryn Mawr Tax Opinion 60 Bryn Mawr Voting Agreement 1 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 50 Canceled Shares 6 3 Certificate 4 Change in the Seller Bryn Mawr Recommendation 46 47 Change in the WSFS Recommendation 47 Charter Conversion 3 Chosen Courts 79 78 Claim 53 54 Closing 5 2 Closing Date 5 Closing Financial Statements 56 2 Confidentiality Agreement 50 52 Covered Employees 52 53 DGCL 1 DOL 24 19 Effective Time 2 Exchange Agent 5 Exchange Agent 8 Fund 5 Exchange Fund 8 FDIA 12 FDIC 14 Fractional Share Payment Ratio 3 HOLA 8 Holders 8 5 Indemnified Party 53 54 Independent Contractors 23 19 Investment Advisers Act 28 Investment Company Act 28 IRS 22 20 Maximum Amount 53 55 Merger 4 Money Laundering Laws 22 Old Certificate 6 Party 70 1 Merger Consideration 3 Mergers 1 OCC 3 PBCL 1 PBGC 25 20 PDBS 8 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Real Property 19 Regulation O 31 15 Requisite Regulatory Approvals 58 Sanctioned Countries 32 Sanctions 33 59 74 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller SEC Reports 14 Seller Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Service Agreements 1 Subsidiary Plan of Merger 5 3 Surviving Bank 1 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 1 Takeover Statutes 25 Termination Date 62 Termination Fee 76 TP Advisory Entity 28 TP Broker-Dealer Entity 30 WSFS 1 WSFS Bank 1 WSFS Certificates 5 WSFS Meeting 46 WSFS Recommendation 47 WSFS Regulatory Agreement 38 WSFS SEC Reports 34 WSFS Stockholder Approval 32 WSFS Tax Opinion 58 TBOC 4 TDSML 11 Termination Fee 77 Voting Agreement 4 60 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the MergerMergers. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WSFS Financial Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k401(a) Plan 52 50 ABCA 4 Acquisition Agreement 60 Acquisition Proposal 60 Acquisition Transaction 60 Affiliate 60 Aggregate Cash Increase 7 Stock Consideration 60 Agreement 4 ALLL 32 ASBD 34 Bank Merger 5 Assets 60 Average Closing Price 60 Bankruptcy and Equity Exceptions 12 11 BHC Act 60 Book-Entry Share 6 Books and Records 61 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC 47 Business Day 61 Call Reports 36 61 Canceled Shares 6 CBP 6 CBP Termination Date 6 Certificate 6 CFPB 21 Change in the Seller Xxxxxxx Recommendation 46 44 Chosen Courts 79 77 Claim 53 51 Claims Period 26 Class A Common Stock 61 Class B Common Stock 61 Classified Assets 61 Classified Loans 61 Closing 5 Closing Date 5 Closing Financial Statements 56 54 70 Confidentiality Agreement 50 48 Consent 61 Contract 61 Contractors 23 Covered Employees 52 49 Default 61 Delinquent Loans 61 Derivative Transaction 29 Determination Date 62 Disclosure Memorandum 62 DOL 24 Effective Time 5 Employee Benefit Plan 62 Enterprise Credit Agreement 56 Environmental Laws 62 Equity Rights 62 ERISA 63 ERISA Affiliate 00 XXXX 0 XXXX Xxxxxxxxxxxxx 00 XXXX Xxxxxxxx Opinion 63 ESOP Financial Advisor 63 ESOP Termination Date 6 ESOP Trustees 63 Exchange Act 63 Exchange Agent 8 7 Exchange Fund 8 7 Exhibit 63 FDIA 12 14 FDIC 14 11 Federal Reserve 63 Fractional Share Payment 8 7 GAAP 63 GBCL 4 Hazardous Material 63 Holders 8 7 Indemnified Party 53 Independent Contractors 23 50 Intellectual Property 64 Internal Revenue Code 64 IRS 22 21 Key Employee 64 Knowledge 64 Landmark Bank 64 Landmark Bank Capital Stock 64 Landmark Bank Common Stock 64 Landmark Bank Series B Preferred Stock 64 Landmark Bank Series C Preferred Stock 64 Xxxxxxx 4 Xxxxxxx Benefit Plans 24 Xxxxxxx Capital Stock 64 Xxxxxxx Common Stock 64 71 Xxxxxxx Contracts 28 Xxxxxxx Dissenting Shares 10 Xxxxxxx Entities 64 Xxxxxxx Financial Statements 64 Xxxxxxx Recommendation 44 Xxxxxxx Regulatory Agreement 28 Xxxxxxx Shareholder Approval 11 Xxxxxxx Shares Outstanding 65 Xxxxxxx Subsidiary 65 Xxxxxxx’x Shareholders’ Meeting 44 Law 65 Liability 65 Lien 65 Litigation 65 Loans 65 Material 65 Material Adverse Effect 66 Maximum Amount 53 51 MDF 11 Merger 4 Merger Consideration 66 Minimum Merger Consideration 59 Money Laundering Laws 22 Old Certificate 6 Nasdaq 66 Non-Performing Assets 66 OFAC 32 Operating Property 66 Ordinary Course 67 OREO 67 Participation Facility 67 Party 70 67 PBGC 25 24 Permit 67 Permitted Liens 19 18 Person 67 Personally Identifiable Information 20 19 Pool 31 PPACA 26 Preferred Certificate 9 Previously Disclosed 67 Proxy Statement/Prospectus 46 43 Real Property 19 18 Registration Statement 67 Regulation O 31 21 Regulation W 21 Regulatory Authorities 67 Representative 68 Requisite Regulatory Approvals 58 55 Sanctioned Countries 32 Sanctions 33 Xxxxxxxx32 XXX 00 00 XXX Documents 68 Section 351.455 10 Securities Act 68 Securities Laws 68 Self-Xxxxx Act 16 Section 10.351 et seq. 10 Seller Funded Health or Welfare Plan 26 Series E Preferred Stock 68 Xxxxxxx 4 Seller Bank 72 Seller Bank Xxxxxxx Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Dissenting Shareholders 10 Seller Dissenting Shares 10 Seller 68 Xxxxxxx Certificates 7 Xxxxxxx Entities 68 Xxxxxxx Financial Statements 72 Seller Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller 68 Xxxxxxx SEC Reports 14 Seller Shareholder Approval 11 Seller 35 Xxxxxxx Series D Preferred Stock Option 7 Seller Xxxxxxx Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Options 68 Xxxxxxx Stock Plans 68 Xxxxxxx Subsidiaries 69 Stock Consideration 69 Subsidiaries 69 Superior Proposal 69 Surviving Corporation 4 Surviving Entity 5 72 Systems 20 19 Takeover Statutes Laws 30 Tax 69 Tax Opinion 58 TBOC 4 TDSML 11 55 Tax Return 69 Termination Fee 77 74 Voting Agreement 4 WARN Act 70 Withholding Certificate 70 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, Exhibit Exhibit, or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party Xxxxxxx or its representatives to the other Party or Xxxxxxx and its representatives at least two Business Days prior to the date hereof and included in the virtual data room (on a continuation basis without subsequent modification) of Xxxxxxx at least two Business Days prior to the date hereof, (b) included in the virtual data room provided (on a continuous basis without subsequent modificationwhether by physical or electronic delivery) of a Party by Xxxxxxx or its representatives to Xxxxxxx and its representatives at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly available on XXXXX EDGAR at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Aggregate Cash Increase 7 51 Agreement 4 ALLL 32 ASBD 34 Bank Merger 5 Bankruptcy and Equity Exceptions 12 33 Asset Quality Measuring Date 59 Book-Entry Share 6 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 Canceled Shares 6 Cash Consideration 6 Certificate 6 Change in the Seller Southwest Recommendation 46 Chosen Courts 79 Claim 53 Claims Period 27 Closing 5 4 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 Contractors 25 Covered Employees 52 51 Derivative Transaction 30 DOL 24 26 Effective Time 5 Exchange Agent 8 Fund 7 Exchange Fund 8 Ratio 6 FDIA 12 14 FDIC 14 Fractional Share Payment 8 Holders 8 7 Indemnified Party 53 Independent Contractors 23 52 IRS 22 26 KBWR 61 Maximum Amount 53 Merger 4 Merger Consdieration 6 Money Laundering Laws 22 Old Certificate 6 Party 70 PBGC 25 24 Notice Period 47 OFAC 34 OGCA 4 XXXX 00 XXXX 00 00 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 Proxy Statement/Prospectus 46 Statement 45 Real Property 19 Regulation O 31 20 Regulatory Communication 49 Requisite Regulatory Approvals 58 57 Sanctioned Countries 32 34 Sanctions 33 34 Xxxxxxxx-Xxxxx Act 16 SDN List 34 Section 10.351 et seq. 1091 10 Seller Self-Funded Health or Welfare Plan 27 Xxxxxxx 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Xxxxxxx Certificates 7 Xxxxxxx Dissenting Shareholders 10 Xxxxxxx Dissenting Shares 10 Xxxxxxx Recommendation 46 Xxxxxxx SEC Reports 36 Xxxxxxx Shareholder Approval 46 Xxxxxxx’ Shareholders’ Meeting 46 Southwest 4 Southwest Bank Common Stock 72 Seller 13 Southwest Benefit Plan 25 Seller Plans 26 Southwest Contracts 28 Seller 29 Southwest Dissenting Shareholders 10 Seller Southwest Dissenting Shares 10 Seller Financial Statements 72 Seller 00 Xxxxxxxxx XXXXX Xxxx 00 Xxxxxxxxx II Subordinated Debentures 56 Southwest Insiders 55 Southwest Recommendation 46 Seller Southwest Regulatory Agreement 29 Seller Southwest Restricted Stock Unit Award 6 Southwest Savings Plan 7 Seller Southwest SEC Reports 14 Seller Southwest Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller45 Southwest Subordinated Debentures 56 Southwest Trademarks 21 Southwest’s Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Surviving Corporation 45 Stock Consideration 6 Subchapter 13 10 Subordinated Debentures 56 Support Agreement 4 Surviving Entity 5 72 Systems 20 21 Takeover Statutes 30 Laws 31 Tax Opinion 58 TBOC 4 TDSML 11 Termination Fee 77 Voting Agreement 4 74 Transaction Fee Schedule 56 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, schedule or Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, hereof or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

Referenced Pages. The terms set forth below shall have the meanings ascribed thereto in the referenced pages: 401(k) Plan 52 ABCA 4 Adjusted First Texas Shares Outstanding 8 Aggregate Cash Increase 7 Consideration 8 Aggregate Cash Equivalent Option Payout 8 Aggregate Cash Equivalent SARs Payout 8 Aggregate Cash Equivalent Unallocated ESOP Payout 8 Agreement 4 ALLL 32 ASBD 34 Bank Merger 5 Bankruptcy and Equity Exceptions 12 Asset Quality Measuring Date 58 Average Closing Price 8 Book-Entry Share 6 Burdensome Condition 49 Buyer 4 Buyer Certificates 8 Buyer SEC Reports 36 Canceled Shares 6 Cash Consideration 8 Certificate 6 Change in the Seller First Texas Recommendation 46 Chosen Courts 79 Claim 53 47 Closing 5 4 Closing Date 5 Closing Financial Statements 56 Confidentiality Agreement 50 Contractors 26 Covered Employees 52 51 Derivative Transaction 32 DOL 24 28 Effective Time 5 Exchange Agent 8 ESOP 7 Exchange Fund 10 FDIA 16 First Texas 4 First Texas 401(k) Plan 52 First Texas Benefit Plans 28 First Texas Contracts 30 First Texas Dissenting Shareholders 12 First Texas Dissenting Shares 12 First Texas ERISA Plan 28 First Texas Recommendation 47 First Texas Regulatory Agreement 31 First Texas Restricted Stock Unit 7 First Texas SAR 7 First Texas SARs Outstanding 8 FDIA 12 FDIC 14 Fractional Share Payment First Texas SARs Payout 8 First Texas Shareholder Approval 47 First Texas Shares Outstanding 8 First Texas Stock Option 6 First Texas Stock Option Payout 9 First Texas Stock Options Outstanding 9 First Texas’ Shareholders’ Meeting 47 Fully Diluted First Texas Shares Outstanding 9 Holders 8 10 Indemnified Party 53 Independent Contractors 23 Initial SAR Value 9 IRS 22 28 Maximum Amount 53 Merger 4 Money Laundering Laws 22 Old Certificate 6 Party 70 26 OFAC 35 Option Exercise Price 9 PBGC 25 28 Per Share Cash Consideration 9 Per Share Cash Equivalent Consideration 9 Per Share Stock Consideration 9 Permitted Liens 19 Personally Identifiable Information 20 Pool 31 22 Proxy Statement/Prospectus Statement 46 Real Property 19 Regulation O 31 22 Regulatory Communication 49 Requisite Regulatory Approvals 58 57 Sanctioned Countries 32 35 Sanctions 33 Xxxxxxxx-Xxxxx Act 16 Section 10.351 et seq. 35 SDN List 35 Xxxxxxx 4 Xxxxxxx Certificates 10 Seller 4 Seller Bank 72 Seller Bank Capital Stock 72 Seller Bank Common Stock 72 Seller Benefit Plan 25 Seller Contracts 28 Seller Xxxxxxx Dissenting Shareholders 10 Seller 13 Xxxxxxx Dissenting Shares 10 Seller Financial Statements 72 Seller 13 Xxxxxxx Recommendation 46 Seller Regulatory Agreement 29 Seller Restricted Stock Unit 7 Seller 48 Xxxxxxx SEC Reports 14 Seller 38 Xxxxxxx Shareholder Approval 11 Seller Stock Option 7 Seller Stock Option Payout 7 Seller Warrant 7 Seller Warrant Payout 7 Seller’s 48 Xxxxxxx’ Shareholders’ Meeting 46 Subsidiary Plan of Merger 5 Surviving Corporation 4 Surviving Entity 5 72 00 Xxxxxxxxx Xxxx Xxxxxx Stock 15 Stock Consideration 9 Subchapter 13 13 Subordinated Debt 56 Systems 20 23 Takeover Statutes 30 Laws 33 Tax Opinion 58 57 TBOC 4 TDSML 11 TDB 13 Termination Fee 77 Voting Agreement 4 74 Unallocated ESOP Shares 9 Weighted Average Initial SARs Value 9 Weighted Average Option Exercise Price 9 Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any capitalized terms used in any schedule, schedule or Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions provided for in this Agreement, including the Merger. Any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. The term “made available” means any document or other information that was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or and its representatives at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuous continuation basis without subsequent modification) of a Party at least two Business Days prior to the date hereof, hereof or (c) filed by a Party with the SEC and publicly available on XXXXX at least two Business Days prior to the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

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