Common use of Charitable Foundation Clause in Contracts

Charitable Foundation. (a) Company represents that the board of directors of the Company Bank Charitable Foundation is currently comprised of the individuals set forth on Company Disclosure Schedule Section 5.22. The Company shall use its best efforts to cause those individuals to remain on the board of the Company Bank Charitable Foundation until the Effective Time. (b) Company, Company Bank, Buyer, and Buyer Bank will work together to promote continued good relations with the charities and causes now supported by the Company Bank and the Company Bank Charitable Foundation. Company agrees that it may be advisable from and after the date of this Agreement for representatives of the Buyer Bank and the Buyer Bank Charitable Foundation to be introduced to and meet with the representatives and the charities and causes now supported by the Company Bank and the Company Bank Charitable Foundation. Company agrees to arrange those introductions and meetings at mutually convenient times. (c) Company shall use its best efforts to take all necessary action to, effective as of the Effective Time, (i) have the then current directors and officers of the Company Bank Charitable Foundation resign, (ii) appoint the individuals who then serve as directors and officers of the Buyer Bank Charitable Foundation to also serve as directors and officers of the Company Bank Charitable Foundation, (iii) also appoint two individuals designated by the Company to serve as directors of the Company Bank Charitable Foundation, and (iv) change the name of the Company Charitable Foundation to “Rockland Trust – East Boston Savings Bank Charitable Foundation.” (d) If the Effective Time occurs prior to the Company Bank Charitable Foundation making grant decisions and/or grants in response to applications submitted to the Company Bank Charitable Foundation by the August 31, 2021 deadline (the “2021 Grant Applications”), Buyer Bank shall use its best efforts to take all necessary action to have “Rockland Trust – East Boston Savings Bank Charitable Foundation” make grant decisions and grants in response to the 2021 Grant Applications as directed in writing by the person who served as CEO of the Company Bank immediately prior to the Effective Time.

Appears in 2 contracts

Sources: Merger Agreement (Independent Bank Corp), Merger Agreement (Independent Bank Corp)