Examples of Cambridge Board in a sentence
The minute books of Cambridge contain true, complete and accurate records of all meetings and other corporate actions held or taken by shareholders of Cambridge and the Cambridge Board (including committees of the Cambridge Board).
No Regulatory Approvals referred to in Section 6.01(a) hereof shall contain any condition, restriction or requirement which the Cambridge Board reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the Merger to such a degree that Cambridge would not have entered into this Agreement had such condition, restriction or requirement been known at the date hereof.
Notwithstanding the foregoing, neither Cambridge nor the Surviving Bank shall have any obligation to appoint the New Member to serve on the Cambridge Board or the Surviving Bank’s board of directors if such Person is not a member of Northmark’s board of directors immediately prior to the Effective Time.
The Cambridge Board, at a meeting duly called and held, (a) determined that the Cambridge Transaction Agreements and the Transactions are advisable and in the best interests of the stockholders of Cambridge, (b) approved the Cambridge Transaction Agreements and the Transactions and (c) resolved to recommend that its stockholders approve the Merger and adopt the Agreement (the “Cambridge Board Recommendation”).
Should the Cambridge Representative resign or be unable to serve, a new Cambridge Representative shall be selected by majority vote of those Persons who served on the Cambridge Board immediately prior to the Effective Time.
The Cambridge Board has received the opinions of Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx, Sachs & Co. (the “Cambridge Financial Advisors”), dated August 5, 2015, substantially to the effect that, as of such date, and subject to the assumptions made, matters considered and limitations set forth therein, the Consideration (as defined in such opinions) to be paid for the Purchased Equity Interests is fair, from a financial point of view, to Cambridge.
The Cambridge Board has taken all action necessary to render inapplicable to this Agreement, the Merger and the other Transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL to the extent such restrictions would otherwise be applicable to this Agreement, the Merger and the other Transactions.
Furthermore, the Cambridge Board has adopted and Cambridge has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder.
Furthermore, the Cambridge Board has adopted and Cambridge has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations promulgated thereunder.
The Cambridge Board has directed that this Agreement be submitted to Cambridge’s shareholders for approval at a meeting of such shareholders and, except for the approval and adoption of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of Cambridge Stock entitled to vote thereon, no other vote of the shareholders of Cambridge is required by law, the charter and bylaws of Cambridge or otherwise to approve this Agreement and the transactions contemplated hereby.