COMMENCEMENT; CONDITIONS. The obligation of any Agent, as agent of the Company, at any time to solicit offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes hereunder or under any Terms Agreement shall in each case be subject: (1) to the condition that all representations and warranties of the Company herein are accurate as of each time specified in the initial paragraph of Section 1, as applicable, (2) that all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are accurate (x) in the case of an Agent’s obligation to solicit offers to purchase Notes, at and as of the time of such solicitation and (y) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (3) to the condition that at or prior to such solicitation, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (4) to the following additional conditions when and as specified: (a) Prior to such solicitation or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; (ii) there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act; (iii) there shall not have occurred any change or any development in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and (iv) (A) trading generally shall not have been suspended on or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Stock Market, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on the New York Stock Exchange or the NASDAQ Stock Market, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not have been suspended by the Commission or a national securities exchange or in any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of hostilities in which the United States is involved, a declaration of war by Congress, any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser, the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other purchaser shall notify the Company of such determination in writing; but the omission so to notify the Company shall not act to modify the rights of the Agent or other purchaser under this Section 6(a)(iv). (b) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the General Counsel of the Company, or other counsel satisfactory to the Agents, shall have furnished to the relevant Agent or Agents an opinion and 10b-5 letter, dated as of the Commencement Date or Time of Delivery, as the case may be, substantially to the effect set forth in Exhibit B. (c) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, counsel to the Company, or other counsel satisfactory to the Agents, as indicated in the applicable Prospectus Supplement, shall have furnished to the relevant Agent or Agents an opinion and 10b-5 letter, dated as of the Commencement Date or Time of Delivery, as the case may be, substantially to the effect set forth in Exhibit C. (d) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, or other counsel satisfactory to the Company and the Agents, shall have furnished to the relevant Agent or Agents such opinion and 10b-5 letter dated as of the Commencement Date or Time of Delivery, as the case may be, in in form and substance reasonably satisfactory to the Agent or Agents, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (i) On the Commencement Date, the Agents shall have received a comfort letter, dated as of the Commencement Date and in form and substance satisfactory to the Agents, from (A) PwC, the independent accountants to the Company, and (B) KPMG, the independent accountants to People’s United prior to the Merger, (ii) in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, the Agents shall have received from PwC, the independent accountants to the Company, (A) a comfort letter, dated as of the relevant pricing date and in form and substance satisfactory to the Agents, and (B) a customary “bring-down” of such comfort letter, dated as of the Time of Delivery, and (iii) in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise prior to the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 2023, if called for by the applicable Terms Agreement or other agreement, the agents shall have received from KPMG, the independent accountants to People’s United prior to the Merger, a comfort letter, dated as of the relevant pricing date and in form and substance satisfactory to the Agents. (f) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the relevant Agent or Agents shall have received from the Company a certificate or certificates signed by the Chief Executive Officer, President, Senior Vice President or Executive Vice President and an accounting or financial officer of the Company reasonably satisfactory to the Agents (provided that no person shall sign such certificate in more than one official capacity), dated as of the Commencement Date or Time of Delivery, as the case may be, to the effect that, to the best of their knowledge based upon reasonable investigation (i) the representations and warranties of the Company contained herein are true and correct on and as of the Commencement Date or Time of Delivery, as the case may be, as if made on and as of such date, and the Company has complied with all agreements and all conditions on its part to be performed or satisfied hereunder or under the applicable Terms Agreement or other agreement at or prior to the Commencement Date or Time of Delivery, as the case may be, and (ii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or is threatened by the Commission. (g) On the Commencement Date and at each Time of Delivery, the Company shall have furnished to the relevant Agent or Agents such further certificates and documents as such Agent or Agents may reasonably request, and all proceedings taken by the Company in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in a form and substance to the Agent or Agents. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the relevant Agent or Agents. The Company will furnish the relevant Agent or Agents with such conformed copies of such opinions, certificates, letters and other documents as the relevant Agent or Agents shall reasonably request.
Appears in 1 contract
COMMENCEMENT; CONDITIONS. The obligation of 7.1 Subject to compliance with the Merger Rules, the Offeror shall make the Offer (het bod uitbrengen) as soon as reasonably practicable, but in any Agent, as agent of event within five (5) Business Days (the "Ultimate Launch Date") after the satisfaction or waiver by the Offeror and/or the Company, at any time to solicit offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes hereunder or under any Terms Agreement shall in each case be subject: (1) to the condition that all representations and warranties of the Company herein are accurate as of each time specified in the initial paragraph of Section 1, as applicable, (2) that all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are accurate (x) in the case of an Agent’s obligation to solicit offers to purchase Notes, at and as of the time of such solicitation and (y) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time conditions precedent (opschortende voorwaarden) set out in Schedule 5 (Commencement Conditions) (the "Commencement Conditions"), and the date on which the Offeror shall make the Offer being the "Commencement Date"). For the avoidance of Delivery or time of purchase; doubt, the Offeror's obligation to make the Offer (3het bod uitbrengen) pursuant to this Clause 7.1 is subject to the condition that Commencement Conditions still being satisfied on the Commencement Date.
7.2 The Commencement Conditions in paragraphs 1(a) (The Offer), 4 (Corporate action), 5 (MAC and MAC-related events), 6 (No Superior Offer), 9 (Board Irrevocables and Irrevocable Agreements) and 10(b) (Other) of Schedule 5 (Commencement Conditions) are for the benefit of the Offeror and may be waived by the Offeror (either in whole or in part), to the extent permitted by law only, at or prior any time by written notice to such solicitation, time the Company. The Commencement Condition in paragraph 1(b) of acceptance, Time Schedule 5 (Commencement Conditions) is for the benefit of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to may be performed or satisfied hereunder; and (4) to the following additional conditions when and as specified:
(a) Prior to such solicitation or corresponding Time of Delivery or time of purchase, as the case may be:
(i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;
(ii) there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed waived by the Company (either in whole or in part), to the extent permitted by law only, at any “nationally recognized statistical rating organization,” as that term is defined time by written notice to the Commission for purposes of Section 3(a)(62Offeror. The Commencement Condition in paragraph 3 (Employee consultation) and 10(c) (Other) of Schedule 5 (Commencement Conditions) are for the Exchange Act;
(iii) there shall not have occurred any change or any development in or affecting particularly benefit of both the business or properties of Offeror and the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and
(iv) (A) trading generally shall not have been suspended on or by, as the case and may be, any of the New York Stock Exchange or the NASDAQ Stock Market, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on the New York Stock Exchange or the NASDAQ Stock Market, only be waived by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not have been suspended by the Commission or a national securities exchange or in any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of hostilities in which the United States is involved, a declaration of war by Congress, any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser, the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other purchaser shall notify the Company of such determination in writing; but the omission so to notify the Company shall not act to modify the rights of the Agent or other purchaser under this Section 6(a)(iv).
(b) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the General Counsel of the Company, or other counsel satisfactory to the Agents, shall have furnished to the relevant Agent or Agents an opinion and 10b-5 letter, dated as of the Commencement Date or Time of Delivery, as the case may be, substantially to the effect set forth in Exhibit B.
(c) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, counsel to the Company, or other counsel satisfactory to the Agents, as indicated in the applicable Prospectus Supplement, shall have furnished to the relevant Agent or Agents an opinion and 10b-5 letter, dated as of the Commencement Date or Time of Delivery, as the case may be, substantially to the effect set forth in Exhibit C.
(d) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, or other counsel satisfactory to the Company and the Agents, shall have furnished to the relevant Agent Offeror together (either in whole or Agents such opinion and 10b-5 letter dated as of the Commencement Date or Time of Delivery, as the case may be, in in form and substance reasonably satisfactory to the Agent or Agents, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.
(i) On the Commencement Date, the Agents shall have received a comfort letter, dated as of the Commencement Date and in form and substance satisfactory to the Agents, from (A) PwC, the independent accountants to the Company, and (B) KPMG, the independent accountants to People’s United prior to the Merger, (ii) in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, the Agents shall have received from PwC, the independent accountants to the Company, (A) a comfort letter, dated as of the relevant pricing date and in form and substance satisfactory to the Agents, and (B) a customary “bring-down” of such comfort letter, dated as of the Time of Delivery, and (iii) in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise prior to the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 2023, if called for by the applicable Terms Agreement or other agreement, the agents shall have received from KPMG, the independent accountants to People’s United prior to the Merger, a comfort letter, dated as of the relevant pricing date and in form and substance satisfactory to the Agents.
(f) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the relevant Agent or Agents shall have received from the Company a certificate or certificates signed by the Chief Executive Officer, President, Senior Vice President or Executive Vice President and an accounting or financial officer of the Company reasonably satisfactory to the Agents (provided that no person shall sign such certificate in more than one official capacitypart), dated as of the Commencement Date or Time of Delivery, as the case may be, to the effect thatextent permitted by law only, to at any time by written notice. Commencement Condition in paragraph 10(a) (Other) of Schedule 5 (Commencement Conditions) is for the best of their knowledge based upon reasonable investigation (i) the representations and warranties benefit of the Party or Parties for whose benefit the relevant Offer Condition is expressed to be made under this Merger Protocol, and may be waived by the Company contained herein are true and correct on and as of and/or the Commencement Date Offeror (either in whole or Time of Deliveryin part), as the case may be, to the extent permitted by law only, at any time by written notice. The Commencement Conditions in paragraphs 1(c), 2 (Offer Memorandum), 7 (Illegality, litigation and insolvency) and 8 (Listing) of Schedule 5 (Commencement Conditions) cannot be waived. The Parties will notify each other as soon as possible and in any event within five (5) Business Days of any facts or circumstances which may cause them to invoke non-satisfaction of any Commencement Condition set forth in this Merger Protocol. No Party may invoke any of the Commencement Conditions if made on and as the non-satisfaction of such date, and the Company has complied with all agreements and all conditions on condition(s) is caused by a breach of that Party of any of its part to be performed or satisfied hereunder or obligations under the applicable Terms Agreement or other agreement at or prior this Merger Protocol.
7.3 Subject to the Commencement Date or Time provisions of Deliverythis Merger Protocol (including, as but not limited to, Clause 12.2), each Party undertakes to use its reasonable best endeavours to procure the case may be, and (ii) no stop order suspending the effectiveness satisfaction of the Registration Statement has been issuedCommencement Conditions and, without prejudice to the generality of the foregoing, each Party will make the applications and no proceeding for that purpose has been instituted or is threatened notifications required by the Commission.
(g) On the Commencement Date Conditions and at each Time of Delivery, the Company shall have furnished will use its commercially reasonable endeavours to procure that all such information as is reasonably requested by the relevant Agent or Agents such further certificates and documents as such Agent or Agents may reasonably request, and all proceedings taken by the Company authorities in connection with such applications and notifications is provided.
7.4 If at any time a Party becomes aware of a fact or circumstance that might reasonably be expected to prevent a Commencement Condition being satisfied, it shall inform the issuance and sale of the Notes as herein contemplated shall be satisfactory other Party in a form and substance to the Agent or Agents. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the relevant Agent or Agents. The Company will furnish the relevant Agent or Agents with such conformed copies of such opinions, certificates, letters and other documents as the relevant Agent or Agents shall reasonably requestwriting without undue delay.
Appears in 1 contract
Sources: Merger Protocol
COMMENCEMENT; CONDITIONS. The Offeror shall make the Offer (het bod uitbrengen) subject to the following conditions precedent (the "Commencement Conditions") being satisfied or waived in accordance with this Clause 5 no later than three (3) Business Days prior to the Ultimate Launch Date and, to the extent not waived, continuing to be satisfied until the Offer is made:
5.1.1. (i) the Company having performed and complied in all material respects with all covenants and obligations to be performed by it at or prior to the Commencement Date, and in case of a breach of such covenant or obligation that is capable of any Agentbeing remedied, as agent of such breach having been remedied by the Company, at any time to solicit offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes hereunder or under any Terms Agreement shall in each case be subject: before the date that is the earlier of (1A) ten (10) Business Days after receipt by the Company of a written notice from the Offeror, which the Offeror shall send promptly after becoming aware of such breach, and (B) three (3) Business Days prior to the condition that all Ultimate Launch Date and (ii) (A) the representations and warranties of the Company herein are accurate as of each time specified set forth in the initial paragraph of Section 1Clause 21.3.1 , as applicable, (2) that all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are accurate (x) in the case of an Agent’s obligation to solicit offers to purchase Notes, Clause 21.3.4 and Clause 21.8 shall be true and correct at and as of the time of such solicitation and (y) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, Commencement Date as though made at and as of the time Commencement Date, except for de minimis inaccuracies, (B) the representations and warranties of the Company accepts described in Clause 21 other than those described in the offer to purchase such Notes and, as the case may be, preceding clauses (ii)(A) shall be true and correct at and as of the related Time date of Delivery this Merger Protocol and at and as of the Commencement Date as though made at and as of the Commencement Date except where the failure to be so true and correct (disregarding all qualifications or time limitations as to "material," "materiality" or "Company Material Adverse Change") would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Change; provided, however, that, with respect to clauses (ii)(A) and (ii)(B) above, representations and warranties that are made as of purchase; a particular date or period shall be true and correct (3consistent with the respective thresholds set forth in clause (ii)(A) and (ii)(B) as applicable) only as of such date or period;
5.1.2. (i) the Offeror having performed and complied in all material respects with all covenants and obligations to the condition that be performed by it at or prior to such solicitation, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be performed or satisfied hereunder; and (4) to the following additional conditions when and as specified:
(a) Prior to such solicitation or corresponding Time of Delivery or time of purchase, as the case may be:
(i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;
(ii) there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act;
(iii) there shall not have occurred any change or any development in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and
(iv) (A) trading generally shall not have been suspended on or by, as the case may be, any of the New York Stock Exchange or the NASDAQ Stock Market, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on the New York Stock Exchange or the NASDAQ Stock Market, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not have been suspended by the Commission or a national securities exchange or in any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of hostilities in which the United States is involved, a declaration of war by Congress, any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser, the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other purchaser shall notify the Company of such determination in writing; but the omission so to notify the Company shall not act to modify the rights of the Agent or other purchaser under this Section 6(a)(iv).
(b) On the Commencement Date, and in the case of a purchase breach of Notes by an Agent as principal pursuant to a Terms Agreement such covenant or otherwiseobligation that is capable of being remedied, if called for such breach having been remedied by the applicable Terms Agreement or other agreementOfferor, at in each case before the corresponding Time date that is the earlier of Delivery, (A) ten (10) Business Days after receipt by the General Counsel Offeror of a written notice from the Company, or other counsel satisfactory which the Company shall send promptly after becoming aware of such breach, and (B) three (3) Business Days prior to the Agents, Ultimate Launch Date and (ii) the representations and warranties of the Offeror set forth in Clause 22 shall have furnished to be true and correct at and as of the relevant Agent or Agents an opinion date of this Merger Protocol and 10b-5 letter, dated at and as of the Commencement Date as though made at and as of the Commencement Date except where the failure to be so true and correct (disregarding all qualifications or Time limitations as to "material," "materiality" or "Offeror Material Adverse Change") would not, individually or in the aggregate, reasonably be expected to have a Offeror Material Adverse Change; provided, however, that representations and warranties that are made as of Delivery, a particular date or period shall be true and correct (consistent with the respective thresholds as applicable) only as of such date or period;
5.1.3. the case may be, substantially consultation procedure pursuant to the effect set forth in Exhibit B.
(c) On WCA with respect to the Commencement Date, and in advice of the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, works council at the corresponding Time level of Delivery, Squire ▇Koninklijke ▇▇▇▇▇ ▇▇▇▇▇▇▇ B.V. (US) LLPthe "Dutch Works Council"), counsel in relation to the CompanyTransaction having been complied with (the "Consultation Matter"), such that in respect of the Consultation Matter one of the situations described in Clause 5.1.3(A) or other counsel satisfactory 5.1.3(B) has occurred:
(A) receipt by the Company of:
(1) an unconditional advice permitting the Parties to pursue the Consultation Matter in line with the proposed resolution (het voorgenomen besluit) for which advice was requested;
(2) a conditional advice with conditions reasonably acceptable to the Agents, as indicated Parties; or
(3) an unconditional and irrevocable waiver in writing of the applicable Prospectus Supplement, shall have furnished right of the Dutch Works Council to render advice with respect to the relevant Agent or Agents an opinion and 10b-5 letter, dated as of the Commencement Date or Time of Delivery, as the case may be, substantially to the effect set forth in Exhibit C.
(d) On the Commencement DateConsultation Matter, and in the case cases described in Clauses 5.1.3(A)(1) and 5.1.3(A)(2), (x) the Company having adopted a resolution in respect of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at Consultation Matter that is compliant with the corresponding Time of Delivery, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsDutch Works Council's advice, or other counsel satisfactory to the Company and the Agents, shall have furnished to the relevant Agent or Agents such opinion and 10b-5 letter dated as of the Commencement Date or Time of Delivery, as the case may be, in in form and substance reasonably satisfactory to the Agent or Agents, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.
(i) On the Commencement Date, the Agents shall have received a comfort letter, dated as of the Commencement Date and in form and substance satisfactory to the Agents, from (A) PwC, the independent accountants to the Company, and (B) KPMG, the independent accountants to People’s United prior to the Merger, (iiy) in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreementdescribed in Clause 5.1.3(A)(3), the Agents shall have received from PwC, the independent accountants to the Company, (A) Company having adopted a comfort letter, dated as resolution in respect of the relevant pricing date and Consultation Matter that is in form and substance satisfactory line with its proposed resolution (het voorgenomen besluit) for which the Dutch Works Council waived its right to the Agents, and advice; or
(B) a customary “bring-down” of such comfort letter, dated as to the extent none of the Time of Deliverysituations described under Clause 5.1.3(A) occur, and (iii) in the case adoption of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise prior to the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 2023, if called for by the applicable Terms Agreement or other agreement, the agents shall have received from KPMG, the independent accountants to People’s United prior to the Merger, a comfort letter, dated as of the relevant pricing date and in form and substance satisfactory to the Agents.
(f) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the relevant Agent or Agents shall have received from the Company a certificate or certificates signed by the Chief Executive Officer, President, Senior Vice President or Executive Vice President and an accounting or financial officer of the Company reasonably satisfactory to the Agents (provided that no person shall sign such certificate in more than one official capacity), dated as of the Commencement Date or Time of Delivery, as the case may be, to the effect that, to the best of their knowledge based upon reasonable investigation (i) the representations and warranties of the Company contained herein are true and correct on and as of the Commencement Date or Time of Delivery, as the case may be, as if made on and as of such date, and the Company has complied with all agreements and all conditions on its part to be performed or satisfied hereunder or under the applicable Terms Agreement or other agreement at or prior to the Commencement Date or Time of Delivery, as the case may be, and (ii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or is threatened by the Commission.
(g) On the Commencement Date and at each Time of Delivery, the Company shall have furnished to the relevant Agent or Agents such further certificates and documents as such Agent or Agents may reasonably request, and all proceedings taken resolution by the Company in connection respect of the Consultation Matter that deviates from the Dutch Works Council's advice, and:
(1) the applicable waiting period as set out in Article 25 paragraph 6 of the WCA has lapsed, without the Dutch Works Council having initiated legal proceedings as set out in Article 26 of the WCA;
(2) receipt by the Company from the Dutch Works Council of an unconditional and irrevocable waiver in writing of (x) the applicable waiting period as set out in Article 25 paragraph 6 of the WCA, and (y) its right to initiate legal proceedings as set out in Article 26 of the WCA; or
(3) following the initiation of legal proceedings by the Dutch Works Council as set out in Article 26 of the WCA, the Enterprise Section of the Amsterdam Court of Appeal (Ondernemingskamer) has either rendered a judgment dismissing the Dutch Works Council's appeal or a judgment allowing the transactions contemplated by this Merger Protocol with immediate effect (uitvoerbaar bij voorraad);
5.1.4. the Offeror and the Company having complied with the issuance applicable notification and sale consultation procedures pursuant to the Merger Code and in relation to the European works council of the Notes Group (the "European Works Council") in respect of the transactions contemplated by this Merger Protocol;
5.1.5. the Offeror having received written confirmation from the AFM that the AFM has approved the Offer Memorandum;
5.1.6. no Adverse Recommendation Change having occurred;
5.1.7. each of the Irrevocable Undertakings being in full force and effect and not having been breached, terminated or modified, except as herein contemplated shall approved in writing by the Offeror;
5.1.8. no public announcement having been made of a Competing Offer as described in Clause 13;
5.1.9. no notification having been received from the AFM stating that pursuant to section 5:80 of the Wft, investment firms (beleggingsondernemingen, as defined in the Wft) would not be satisfactory in a form and substance allowed to the Agent or Agents. All such opinions, certificates, letters and other documents will be in compliance cooperate with the provisions Settlement;
5.1.10. no final and non-appealable order, stay, injunction, judgment, decision, guidance, ruling or decree (an "Order") having been issued by any Governmental Entity and being in effect, or any statute, law, subordinate legislation, treaty, ordinance, rule or regulation, having been enacted and being in effect, any of which prohibits or makes illegal the consummation of the Offer or the Transaction;
5.1.11. trading in Shares on Euronext Amsterdam not having been permanently suspended or ended as a result of a listing measure (noteringsmaatregel) taken by Euronext Amsterdam in accordance with Article 6901/2 or any other relevant provision of the Euronext Rulebook I (Harmonised Rules); and
5.1.12. no Company Material Adverse Change having occurred or become known after the date hereof only if they are satisfactory in form and substance to that is continuing on the relevant Agent or Agents. The Company will furnish the relevant Agent or Agents with such conformed copies of such opinions, certificates, letters and other documents as the relevant Agent or Agents shall reasonably requestUltimate Launch Date.
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