Shell Charter Sale Sample Clauses

Shell Charter Sale. Parties acknowledge that Summit BHC may elect to sell the charter of the Bank to a third party (the “Shell Charter Sale”) subsequent to the Effective Time of the Merger. Upon the request of Summit BHC, ANBFC agrees (and also agrees to cause the Bank) to cooperate with Summit BHC in connection with the Shell Charter Sale (including without limitation providing any additional information pertaining to the Bank) and ANBFC further agrees (and also agrees to cause the Bank) to promptly execute and deliver any other agreements, documents, instruments and/or regulatory applications of any kind or nature as Summit BHC may request that are necessary in order to effect the Shell Charter Sale; provided, however, the Shell Charter Sale shall be conditioned upon Closing of the transaction contemplated by this Agreement and will not occur prior to the Closing Date. In the event that Summit BHC elects to pursue the Shell Charter Sale, Summit BHC agrees that any fees incurred by ANBFC as a result of assisting Summit BHC with a potential Shell Charter Sale will not result in a deduction from the Merger Consideration. Summit BHC further agrees that all fees incurred by ANBFC as a result of assisting Summit BHC with a potential Shell Charter Sale will be reimbursed to ANBFC.
Sample 1
AutoNDA by SimpleDocs

Related to Shell Charter Sale

  • Charter; Bylaws The Charter and Bylaws of FNB Bank in effect immediately prior to the Effective Time shall be the Charter and Bylaws of the Surviving Bank, until altered, amended or repealed in accordance with their terms and applicable law.

  • Organization Standing and Power Charter Documents Subsidiaries 17 3.2 Capital Structure 17

  • Memorandum and Articles of Association The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles of Association.

  • Charter Documents Copies of the articles or certificates of incorporation or other charter documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

  • Charter The amended and restated articles of incorporation of the Corporation, as amended from time to time.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • Articles of Incorporation of Surviving Corporation The Articles of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with the OBCA.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Memorandum and Articles The copy of the memorandum and articles of association of the Company annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every resolution or agreement as is required by law to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital of the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.