CUNB definition
Examples of CUNB in a sentence
True and complete copies of all outstanding Founder Option Grant Agreements for FENB Founder Options issued under FENB Compensation and Benefit Plans have been made available to CUNB.
Such existing leases and commitments to lease constitute or will constitute operating leases for both Tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in notes to the Financial Statements of CUNB.
Each of the representations and warranties of CUNB and CUB set forth in this Agreement shall be true and correct as of the Agreement Date and upon the Closing Date with the same effect as though all such representations and warranties had been made on the Closing Date (except to the extent such representations and warranties speak as of an earlier date).
Subject to the prior written consent of CUNB, FENB shall purchase the Tail Policy which provides for the Tail Coverage (as these terms are defined in Section 7.13).
CUNB and CUB shall have received a written resignation from each of the directors of FENB, effective as of the Closing Date.
Unless the FENB Board submits this Agreement to its shareholders without recommendation pursuant to Section 6.10.2, FENB, through the FENB Board, FENB shall (i) recommend to the FENB shareholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement-Prospectus and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by CUNB or CUB.
Borrowers have delivered to Lender copies of any material agreements between any Borrower and any Affiliate of any Borrower or Guarantor related in any way to any Project.
Notwithstanding the above, the issuance of the Replacement Options is intended to be completed in a manner that complies with the applicable Option Grant Agreement for each FENB Continuing Options and maintains the exemption available under Section 409A of the Code and, accordingly, the calculations described in this Section 3.4.2 may be changed, as determined by CUNB, to the minimum extent necessary to comply with Section 409A of the Code.
All of such Derivatives Contracts or other instruments are legal, valid and binding obligations of CUNB and/or CUB, as the case may be, enforceable in accordance with their terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally), and are in full force and effect.
CUNB has received a written opinion from Sandler to the effect that, subject to the terms, conditions and qualifications set forth therein, as of the Agreement Date, the Merger Consideration to be paid by CUNB pursuant to this Agreement is fair to CUNB from a financial point of view.