Brookline Sample Clauses

Brookline has all of the necessary corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder; the execution and delivery of this Agreement, and the completion and performance of Brookline's obligations hereunder have been duly authorized by all necessary corporate action on the part of Brookline; and this Agreement has been executed by its duly authorized officers and constitutes a legal, valid and binding obligation of Brookline, enforceable in accordance with its terms;

Brookline. Bancorp and MFI agree that, in order to most effectively compensate and retain MFI Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that MFI Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of MFI Common Stock into shares of Brookline Bancorp in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 7.12. Assuming that MFI delivers to Brookline Bancorp the MFI Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, the Board of Directors of Brookline Bancorp, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing in substance that the receipt by the MFI Insiders (as defined below) of Brookline Bancorp Common Stock in exchange for shares of MFI Common Stock, pursuant to the transactions contemplated hereby and to the extent such securities are listed in the MFI Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by

Brookline is a corporation duly incorporated and validly subsisting under the laws of Canada with the corporate power to own its assets and to carry on its business as presently conducted by it;

Brookline the Brookline Successors and such directors and officers will have the right to join Orvilliers as a party to such proceeding and Orvilliers hereby agrees to the entry of an order making Orvilliers a party to such proceeding;

Brookline and LICENSEE shall work together to complete the Specifications in a timely and efficient manner as set forth in this Agreement. Should BROOKLINE deem it necessary for certain LICENSEE personnel to visit BROOKLINE's offices in order to expedite the sign off of the Specifications, LICENSEE agrees to consent to such a request.