Regulatory Approvals Required for the Merger. The consummation of the merger is subject to antitrust review in the United States. Under the HSR Act, and the rules promulgated thereunder, the merger cannot be completed until the parties to the merger agreement have given notification and furnished information to the FTC and the DOJ, and until the applicable waiting period has expired or has been terminated. MBI and BIOX filed their required HSR Act filings on March 30, 2022. The applicable waiting period expired on April 29, 2022. At any time before or after consummation of the merger, notwithstanding the termination of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest, including, seeking to enjoin the consummation of the merger or seeking the divestiture of substantial assets of MBI, BIOX or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws under certain circumstances. The consummation of the merger is also subject to certain other regulatory authorizations, consents, orders, non-objections and approvals with governmental authorities. In connection with the merger, BIOX has filed a registration statement on Form F-4 with the SEC under the Securities Act, of which this proxy statement/prospectus forms a part, that must be declared effective by the SEC and pursuant to which the issuance of BIOX Ordinary Shares issuable upon the effective time of the merger will be registered with the SEC. In addition, the consummation of the merger is subject to approval for listing of the BIOX Ordinary Shares to be issued in connection with the merger and reserved for issuance in connection with the merger on Nasdaq, subject to official notice of issuance. Between May 16 and May 20, 2022, the following lawsuits were filed against MBI and its directors:
Regulatory Approvals Required for the Merger. Each of Century Next and ABC has agreed to cooperate with the other and use all reasonable efforts to obtain all regulatory approvals and authorizations required to complete the transactions contemplated by the merger agreement, including the merger and the bank merger. As of the date of this joint proxy statement/offering circular, Century Next [has received] all required regulatory approvals, authorizations, and non-objections from the OCC and Federal Reserve Board. Neither Century Next nor ABC is aware of any material governmental approvals or actions that are required for completion of the transactions other than those described above. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained. In connection with ABC's entry into the merger agreement, ABC's directors entered into voting and support agreements whereby the directors, in their capacities as ABC shareholders, have agreed to vote in favor of the approval of the merger agreement at the ABC special meeting, among other things. In the voting and support agreements, the directors of ABC have also agreed that, during the two-year period following consummation of the merger they will not, with certain exceptions, solicit the banking business of former customers of ABC within the State of Arkansas or the State of Louisiana, solicit for employment any employee of Bank of Ruston, as the surviving bank of the bank merger, or make disparaging remarks about Century Next, Bank of Ruston or any of their affiliates, directors or employees. The ABC directors who entered into the voting and support agreements own an aggregate of 42,387 shares, or 18.0% of the outstanding shares, of ABC common stock. The form of voting agreement is attached as Exhibit B to the merger agreement, which is attached to this joint proxy statement/offering circular as Annex A. Under § 4-26-1011 of the Arkansas Business Corporation Act of 1965, holders of ABC common stock will be entitled to dissent from the merger and obtain payment in cash of the appraised fair value of such holders' shares of ABC common stock. Set forth below is a summary of the procedures that must be followed by holders of ABC common stock in order to perfect their dissenters' rights. This summary should be read in conjunction with the text of Ark. Code Axx. Section 4-26-1011, a c...
Regulatory Approvals Required for the Merger. In the merger agreement, we have agreed to use commercially reasonable efforts to obtain the requisite regulatory approvals, which include approvals from the Federal Reserve and the OCC. Meta filed applications and notices under relevant provisions of the HOLA and the BHCA for approval of the merger with the FRB-M on March 14, 2018. In addition, Meta filed an application under the Bank Merger Act, 12 U.S.C. § 1828(c), and HOLA § 10(s), for approval of the bank merger with the OCC on March 2, 2018, which was approved subject to customary conditions on April 19, 2018. A copy of one or more of the applications and notices has been furnished to the DOJ, the FDIC, and the OCC. Copies of certain of the notices have been filed with the DOJ and the FTC pursuant to the Hart-Scott-Rodino Act. As required by Michigan law, a copy of the bank merger application was filed with the DIFS on March 9, 2018. A courtesy copy of one or more of the applications and notices to the FRB-M was provided to the DIFS on March 16, 2018. Meta and Crestmark cannot provide any assurance that the requisite regulatory approvals will be obtained in a timely manner or at all, or, if the requisite regulatory approvals are obtained, that such approvals will not contain a burdensome condition. In addition, Meta and Crestmark cannot provide any assurance that there will not be any public objection to or litigation challenging the requisite regulatory approvals, including any challenge by the DOJ, a state attorney general or a private party on antitrust grounds, or, if such a challenge is made, as to the result of any such challenge.
Regulatory Approvals Required for the Merger. Completion of the merger is subject to prior receipt of all approvals required to be obtained from applicable governmental and regulatory authorities. Subject to the terms and conditions of the merger agreement, Bank, Parent and Parent Bank have agreed to use their reasonable best efforts and cooperate to prepare and file, as promptly as possible, all necessary documentation and to obtain as promptly as practicable all regulatory approvals required or advisable to complete the transactions contemplated by the merger agreement. These approvals include, among others, approval from the Federal Reserve Board, the FDIC and the Texas Department of Banking. Bank, Parent and Parent Bank have filed applications and notifications to obtain the required regulatory approvals. The merger must be approved by the Federal Reserve Board under Section 3 of the Bank Holding Company Act of 1956 (the “BHC Act”) and the Federal Deposit Insurance Act (12 U.S.C. 1828(c)), commonly known as the Bank Merger Act, and the Federal Reserve Board’s implementing regulations. An application for approval of the merger was filed with the Federal Reserve Board on March 29, 2018. In considering the approval of a transaction such as the merger, the BHC Act and related laws require the Federal Reserve Board to review, with respect to the financial holding companies and the bank concerned: (1) the competitive impact of the transaction; (2) financial, managerial and other supervisory considerations, including capital positions, managerial resources and future prospects of the subject entities; (3) the convenience and needs of the community to be served and the records of the insured depository institutions involved in the proposal (and any affiliated institutions) under the Community Reinvestment Act; (4) the subject entities’ effectiveness in combating money-laundering activities; and
Regulatory Approvals Required for the Merger. The completion of the merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated). Under the terms of the merger agreement, each of Triple-S and Parent agrees to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions, including (i) obtaining all necessary or advisable consents from, making all necessary registrations, declarations and filings with and taking all reasonable steps as may be necessary to obtain a consent from or avoid a proceeding by any governmental entity or other third party with respect to the merger agreement or the transactions, (ii) furnishing all information required to be furnished in connection with obtaining any consents from or making any filings with any governmental entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with the merger agreement or the consummation of the transactions, (iii) executing and delivering any additional instruments necessary to consummate the transactions and to fully carry out the purposes of the merger agreement and (iv) defending or contesting in good faith any proceeding brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions, in the case of each of clauses (i) through (iv), other than with respect to consents, registrations, declarations, filings, instruments and proceedings relating to or under applicable antitrust laws, health care laws and insurance laws. Notwithstanding anything to the contrary, with respect to any consent, none of Parent, Merger Sub or any of their respective subsidiaries will be required to, and Triple-S and its subsidiaries will not, without the prior written consent of Parent, pay or agree to pay any amount as consideration therefor to, or grant or agree...
Regulatory Approvals Required for the Merger. The merger is subject to the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) and the HSR Act waiting period is terminated or expires. On August 3, 2020, Chevron and Noble Energy each filed their respective requisite notification and report form under the HSR Act with the DOJ and the FTC. On August 20, 2020, Chevron and Noble Energy received notice of early termination of the applicable waiting period under the HSR Act. Completion of the merger is further subject to the approval of the Communaute´ E´ conomique et Mone´taire de l’Afrique Centrale (“CEMAC”) or the waiver of this condition. CEMAC will review the merger to confirm that it is not likely to substantially lessen competition, which is a similar standard to those used by other major antitrust authorities. On August 20, 2020, Chevron made its filing with CEMAC.
