0001193125-11-246035 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • New York

This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of December 16, 2009, by and between the Company and FBCM in connection with the purchase and sale or placement of the Common Stock (plus an additional 4,125,000 shares to cover additional allotments, if any). In order to induce the investors who are purchasing Common Stock in connection with the Offering to purchase such Common Stock and FBCM to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBCM, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Tennessee

AGREEMENT, dated as of September 7, 2011, by and between Green Bankshares, Inc., a corporation organized under the laws of the State of Tennessee (the “Company”), and [ ] (the “Indemnitee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • North Carolina

AGREEMENT, dated as of January 28, 2011, by and between Capital Bank, a North Carolina state-chartered banking corporation and a banking subsidiary of Capital Bank Corporation (the “Bank”), and [name] (the “Indemnitee”).

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF THE SOUTH, SPARTANBURG, SOUTH CAROLINA, FEDERAL DEPOSIT INSURANCE CORPORATION AND NAFH NATIONAL BANK DATED AS OF...
Purchase and Assumption Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks

Pursuant to Item 601(b)(2) of Regulation S-K, the following schedules to the Purchase and Assumption Agreement, dated July 16, 2010, by and among the Federal Deposit Insurance Corporation, Receiver Of First National Bank of the South, Spartanburg, South Carolina, NAFH National Bank and the Federal Deposit Insurance Corporation have not been provided herein:

REGISTRATION RIGHTS AGREEMENT dated as of September 30, 2010 by and between TIB FINANCIAL CORP. and NORTH AMERICAN FINANCIAL HOLDINGS, INC.
Registration Rights Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2010, by and between TIB Financial Corp., a Florida corporation (the “Company”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).

AGREEMENT OF MERGER OF CAPITAL BANK WITH AND INTO NAFH NATIONAL BANK
Merger Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks

THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).

Written Agreement by and between ) TIB FINANCIAL CORPORATION ) Docket No. 10-172-WA/RB-HC Naples, Florida ) and ) FEDERAL RESERVE BANK OF ATLANTA ) Atlanta, Georgia )
Written Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks

WHEREAS, TIB Financial Corporation, Naples, Florida (“TIB”), a registered bank holding company, owns and controls TIB Bank, Naples, Florida (the “Bank”), a state-chartered nonmember bank;

AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 1, 2011, by and between North American Financial Holdings, Inc., a Delaware corporation (“NAFH”) and Capital Bank Corporation, a North Carolina Company (“CBKN”).

AGREEMENT AND PLAN OF MERGER OF GREENBANK WITH AND INTO CAPITAL BANK, NATIONAL ASSOCIATION
Merger Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks

This Agreement and Plan of Merger (the “Agreement”) dated as of September 7, 2011, adopted and made by and between CAPITAL BANK, NATIONAL ASSOCIATION (“Capital Bank”), a national banking association with its main office located in Miami, Florida, and GREENBANK (“GreenBank”), a Tennessee state chartered nonmember bank, each acting pursuant to resolutions adopted by the vote of a majority of its directors in accordance with 12 U.S.C. § 215a.

FIRST AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks • North Carolina

THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “First Amendment”) is made and dated as of January 14, 2011 by and among Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), Capital Bank, a North Carolina state-chartered banking corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”). The Company, the Bank and Purchaser are collectively referred to herein as the “Parties”.

AGREEMENT OF MERGER OF TIB BANK WITH AND INTO NAFH NATIONAL BANK
Merger Agreement • September 13th, 2011 • North American Financial Holdings, Inc. • National commercial banks

THIS AGREEMENT OF MERGER, dated as of April 27, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and TIB Bank (“TIB Bank”).

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