Troubled Asset Relief Program. The Parent shall use its reasonable best efforts to release the Companies and the Target Subsidiaries from any obligations under any contracts with the U.S. Treasury, the FRBNY or the Board of Governors of the Federal Reserve Board arising from the affiliation of the Companies and the Target Subsidiaries with the Parent in the event that such companies have any obligations or remain subject to any limitations following the Closing.
Troubled Asset Relief Program. (a) None of the Acquiror and its Affiliates, the entities in which any of them has an interest, or their respective assets, liabilities, rights, licenses, activities, practices, procedures, employees, officers, directors, agents and other representatives will be subject, after the acquisition of the Company and the Transferred Subsidiaries, to any statute, regulation, ruling, determination (whether by a court or any agency or department of the Federal government or otherwise), declaration, finding, holding, agreement, instrument, security, or other arrangement or understanding that is applicable because the Company and the Transferred Subsidiaries and their Affiliates have received and continue to receive financial assistance and other benefits under or pursuant to the program for Systemically Significant Failing Institutions established and operated by the U.S. Treasury, the Emergency Economic Stabilization Act of 2008, as amended and supplemented by the American Recovery and Reinvestment Act of 2009, including any (i) limitations on (A) the amount, nature and manner of the compensation provided to officers, directors and employees, (B) distributions payable with respect to any indebtedness, equity interests or securities or investments, or (C) the nature, manner, extent or degree to which any activity may be engaged in or (ii) capital or operational requirements or constraints (collectively, the “Restrictions”).
(b) None of the Company and the Transferred Subsidiaries, the entities in which any of them has an interest, or their respective assets, liabilities, rights, licenses, activities, practices, procedures, employees, officers, directors, agents and other representatives will continue to be subject, after being acquired by the Acquiror, to any Restrictions.
(c) The ownership by the Seller or any of its Affiliates of the Acquiror Securities will not result in the Acquiror or any of its Affiliates, the entities in which any of them has an interest, or any of their respective assets, liabilities, rights, licenses, activities, practices, procedures, employees, officers, directors, agents and other representatives becoming subject to any of the Restrictions.
(d) None of the Company, any of the Transferred Subsidiaries or any of their respective officers, directors or employees is or will be obligated to reimburse either the Seller or any Affiliate of the Seller for any compensation or bonuses paid, received or vested prior to the consummation of the trans...
Troubled Asset Relief Program. (a) Middlesex acknowledges that Strata may apply for participation in the CPP, and that if approved for participation in the CPP by the FDIC and the Treasury, that Strata intends to issue the Treasury Preferred Shares to the Treasury as described in Section 7.10 of Strata’s Disclosure Schedule. Strata hereby agrees that, upon notice of approval of any such application, Strata shall immediately deliver written notice to Middlesex of such approval (“CPP Notice”) in accordance with the standards set forth in Section 7.4 of this Agreement. Each CPP Notice shall include a copy of any correspondence with the Treasury related to such approval and a summary of the material terms of the expected issuance of Treasury Preferred Shares. Following delivery of a CPP Notice, each of Middlesex and Strata agree to consult in good faith to identify an alternative to issuance of the Treasury Preferred Shares that is acceptable to Middlesex and Strata.
(b) In connection with an issuance of Treasury Preferred Shares by Strata, each of Middlesex and Strata shall cooperate and use their respective reasonable best efforts to: (i) establish and implement an appropriate organizational structure through which Middlesex shall be permitted to maintain the Treasury Preferred Shares (the “CPP Structure”), (ii) promptly prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of any Governmental Authority (including the Treasury and the Bank Regulators), necessary or advisable to permit Middlesex to maintain the Treasury Preferred Shares, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities, and (iii) enter into any amendment to this Agreement necessary to implement the CPP Structure.
(c) Notwithstanding any other provision of this Section 7.10, Middlesex and Strata hereby agree that, in the event that Middlesex, with the advice of counsel and after consultation with the Treasury, determines that it is permissible to redeem and, in Middlesex’s sole discretion, Middlesex decides to pursue a redemption of the Treasury Preferred Shares in connection with the Mid-Tier Merger, the parties shall negotiate in good faith to make the amendments to this Agreement necessary to accommodate such a redemption; provided, however, that no such amendment need be made prior to the satisfaction of all of the conditions set forth in Article VIII; and further provi...
