TRUPS Assumption. Buyer shall have executed and delivered, subject to the effectiveness of the Merger, all supplemental and amended documents required to be executed by Buyer to effect the TRUPs Assumption.
TRUPS Assumption. At or before the Effective Time, Parent and the Company will prepare or cause to be prepared, and the Company will execute and deliver, or cause to be executed and delivered, one or more supplemental indentures and other instruments required for the due assumption by Parent of the Company’s outstanding debt, guarantees, securities, and (to the extent necessary) other agreements relating to the Company’s trust preferred securities, to the extent required by the terms of such debt, guarantees, securities or other agreements.
TRUPS Assumption. As of the Effective Time and upon the terms and conditions set forth herein: (a) Acquiror will assume and discharge all of the Company’s covenants, agreements and obligations under and relating to the trust preferred securities (the “Company Trust Preferred Securities “) issued by the Company Trusts, including the due and punctual payment of interest on all of the obligations of the Company pursuant to the junior subordinated debentures issued by the Company to the Company Trusts (such obligations, the “Company Trust Debentures “ and such transfer and assumption as described in clause (a), the “TRUPS Assumption “); (b) Acquiror will cause the Company Trusts to discharge their obligations with respect to the Company Trust Preferred Securities arising after the Effective Time in accordance with the terms and conditions of the agreements related to the Company Trust Preferred Securities and the TRUPS Assumption; and (c) Acquiror and the Company shall execute and deliver, or cause to be delivered, a supplemental indenture, in a form satisfactory to the trustee of the Company Trusts, to effectuate the TRUPS Assumption, for each Company Trust, whereby the Company shall assign, and Acquiror shall assume, all of the Company’s covenants, agreements and obligations under the Company Trust Debentures, signed by a duly authorized officer of each of the Company and Acquiror, and any and all other documentation and consents, including opinions of counsel, required by the trustee of the Company Trusts to make such assumptions effective.
TRUPS Assumption. As of the Effective Time and upon the terms and conditions set forth herein: (a) the Company will sell, assign, transfer, convey and deliver to Acquiror, and Acquiror will acquire from the Company, all of the rights, title and interests of the Company in the Trusts, free and clear of any security interest, lien, encumbrance or other charge and all records associated therewith; (b) Acquiror will assume and discharge all of the Company’s covenants, agreements and obligations under and relating to the Trust Preferred Securities and the Trust Debentures, including the due and punctual payment of interest on all of the Trust Debentures; and (c) Acquiror will cause each Trust to discharge its obligations with respect to the Trust Preferred Securities arising after the Effective Time in accordance with the terms and conditions of the agreements related to the Trust Preferred Securities and the TRUPS Assumption. In addition, at the Closing, Acquiror will pay, on behalf of the Company, the Accrued TRUPS Interest to the Trustee.
TRUPS Assumption. Investar will, and CFG will cooperate and assist CFG in CFG’s efforts pursuant to this Section 6.16 to, expressly assume or discharge, in Investar’s sole discretion, all of CFG’s obligations in respect of the Trust Preferred Issuance (including being substituted for CFG) and execute any and all documents, instruments and agreements, including any supplemental indentures, guarantees, or declarations of trust required by the terms of the Trust Preferred Issuance, or as may reasonably be requested by the trustees thereunder.
TRUPS Assumption. As of the Effective Time and upon the terms and conditions set forth herein: (a) the Company will sell, assign, transfer, convey and deliver to Acquiror, and Acquiror will acquire from the Company, all of the rights, title and interests of Company in the Trust, including the common securities of the Trust, free and clear of any security interest, lien, encumbrance or other charge and all records associated therewith; (b) Acquiror will assume and discharge all of the Company’s covenants, agreements and obligations under and relating to the Trust Preferred Securities and the Trust Debentures, including the due and punctual payment of interest on all of the Trust Debentures; and (c) Acquiror will cause the Trust to discharge its obligations with respect to the Trust Preferred Securities arising after the Effective Time in accordance with the terms and conditions of the agreements related to the Trust Preferred Securities and the TRUPS Assumption.
TRUPS Assumption. Investar will, and BOJ will cooperate and assist BOJ in BOJ’s efforts pursuant to this Section 7.27 to, expressly assume or discharge, in Investar’s sole discretion, all of BOJ’s obligations in respect of the Trust Preferred Issuance (including being substituted for BOJ) and execute any and all documents, instruments and agreements, including any supplemental indentures, guarantees, or declarations of trust required by the terms of the Trust Preferred Issuance, or as may reasonably be requested by the trustees thereunder.
TRUPS Assumption. As of the Effective Time and upon the terms and conditions set forth herein: (a) Nicolet will assume and discharge (i) all of Baylake’s covenants, agreements and obligations under and relating to the trust preferred securities (“Baylake Trust Preferred Securities”) issued by the Baylake Trust, including (ii) the due and punctual payment of interest on all of the obligations of Baylake pursuant to the subordinated notes issued by Baylake to the Baylake Trust (such obligations, the “Baylake Trust Debentures” and such transfer and assumption as described in clauses (i) and (ii), the “TRUPS Assumption”); (b) Nicolet will cause the Baylake Trust to discharge its obligations with respect to the Baylake Trust Preferred Securities arising after the Effective Time in accordance with the terms and conditions of the agreements related to the Baylake Trust Preferred Securities and the TRUPS Assumption; and (c) Nicolet and Baylake shall execute and deliver, or cause to be delivered, a supplemental indenture, in a form satisfactory to the trustee of the Baylake Trust, to effectuate the TRUPS Assumption, for each Baylake Trust, whereby Baylake shall assign, and Nicolet shall assume, all of Baylake’s covenants, agreements and obligations under the Baylake Trust Debentures (the “Supplemental Indentures”), signed by a duly authorized officer of each of Baylake and Nicolet, and any and all other documentation and consents, including opinions of counsel, required by the trustee of the Baylake Trust to make such assumptions effective.
TRUPS Assumption. As of the Effective Time and upon the terms and conditions set forth herein: (a) the Company will sell, assign, transfer, convey and deliver to Acquiror, and Acquiror will acquire from the Company, all of the rights, title and interests of the Company in the Trust, including the Common Securities, free and clear of any security interest, lien, encumbrance, or other charge and all records associated therewith; (b) Acquiror will assume and discharge all of the Company’s covenants, agreements and obligations under and relating to the Subordinated Debt Securities and the Trust Debentures, including the due and punctual payment of interest, including all interest that is currently deferred, on all of the Trust Debentures; and (c) Acquiror will cause the Trust to discharge its obligations with respect to the Subordinated Debt Securities arising after the Effective Time in accordance with the terms and conditions of the agreements related to the Subordinated Debt Securities and the TRUPS Assumption.
TRUPS Assumption. As of the Effective Time and upon the terms and conditions set forth in this Agreement: (a) the Company will sell, assign, transfer, convey and deliver to Acquiror, and Acquiror will acquire from the Company, all of the rights, title and interests of the Company in the Trust, including the Common Securities, free and clear of any security interest, lien, encumbrance or other charge and all records associated therewith, but subject to the terms and conditions of the agreements related to the Trust Preferred Securities and Trust Debentures; (b) Acquiror will assume and discharge, at Acquiror’s sole cost and expense, all of the Company’s covenants, agreements and obligations under and relating to the Trust Preferred Securities and the Trust Debentures; and (c) Acquiror will cause the Trust, at Acquiror’s sole cost and expense, to discharge its obligations with respect to the Trust Preferred Securities and Trust Debentures arising after the Effective Time in accordance with the terms and conditions of the agreements related to the Trust Preferred Securities, the Trust Debentures and the TruPS Assumption.
