BANCORP. By: ------------------------------- Name: Title: XXXXX XXXXXXX COMPANIES By: ------------------------------- Name: Title:
BANCORP. By /s/ Lee X. Xxxau ------------------------------------------- Its Executive Vice President - Corporate Development, General Counsel and Secretary /s/ John X. Xxxxxxxxxx --------------------------------------------- John X. Xxxxxxxxxx
BANCORP. Subject to the provisions of Section 5.3 and this Section 5.4, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company written notice of the portion of this Warrant and/or Shares (and/or securities issuable, directly or indirectly, upon conversion of the Shares, if any) being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided that, as a condition to such transfer, any subsequent transferee shall agree in writing with the Company to be bound by the terms and conditions of this Warrant, including without limitation Section 4.2 hereof. No surrender or reissuance shall be required for the transfer to PacWest Bancorp or a transfer to any other affiliate of Holder; provided that, for a transfer to any other affiliate of Holder, Holder gives the Company written notice of the portion of this Warrant and/or Shares (and/or securities issuable, directly or indirectly, upon conversion of the Shares, if any) being transferred setting forth the name, address and taxpayer identification number of the transferee. Notwithstanding anything to the contrary set forth herein, Holder shall not be permitted to transfer this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to an operating corporation, partnership, limited liability company or similar entity actively engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the research, production, development, manufacture, licensing, distribution, sale, or use of microparticle or nanoparticle technologies for developing therapeutic or prophylactic pharmaceutical agents delivered to or through mucus, mucin, or mucosal tissues or barriers (a “Competitive Operating Entity”), except in connection with an Acquisition of the Company by such Competitive Operating Entity.
BANCORP. A Change of Control shall only occur with respect to Bancorp if Bancorp (i) is a majority shareholder of the Bank; (ii) is a majority shareholder of any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in the Bank; or (iii) is otherwise a "Relevant Corporation" as that term is used and defined in Internal Revenue Code ("Code") Section 409A ("Section 409A"). For purposes of this section, majority shareholder means a shareholder owning more than 50% of the total fair market value and total voting power of the Bank, Bancorp, or a corporation in the chain referenced
BANCORP. By: ----------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Guarantee Trustee By: ----------------------------------------- Name: Title:
BANCORP. The Enterprise Readiness Services Department has set forth guidelines which incorporate industry best practices for: recovery of critical business units, recovery of technology and emergency and crisis management response and integrates the program into the overall U.S. Bank Risk Management framework.
BANCORP. The December 31, 1999 consolidated balance sheet of Firstar (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Firstar and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Firstar and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Firstar and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
BANCORP. The copies of the Firstar Benefit Plans filed as exhibits to the Firstar 10-K are true and complete copies thereof.
BANCORP. Except as disclosed in the U.S. Bancorp disclosure schedule delivered to Firstar concurrently herewith (the "U.S. Bancorp Disclosure Schedule") U.S. Bancorp hereby represents and warrants to Firstar as follows:
BANCORP. The Board of Directors of U.S. Bancorp has directed that this Agreement and the transactions contemplated hereby be submitted to U.S. Bancorp's shareholders for adoption at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of U.S. Bancorp Common Stock entitled to vote thereon, no corporate proceedings on the part of U.S. Bancorp are necessary to approve this Agreement and the Option Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by U.S. Bancorp and (assuming due authorization, execution and delivery by Firstar) constitutes the valid and binding obligation of U.S. Bancorp, enforceable against U.S. Bancorp in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies).
