CONDITIONS PRECEDENT TO REORGANIZATION Sample Clauses
CONDITIONS PRECEDENT TO REORGANIZATION. The Reorganization shall not take effect unless and until each of the following conditions precedent has been satisfied or, where satisfaction of the condition precedent is not required by the Bank Act, it has been waived by mutual agreement of the duly authorized officers of the Bank, the Interim Bank, and the Holding Company:
(a) This Agreement shall have been duly adopted by the affirmative vote of two-thirds of the Bank Shares eligible to vote upon the adoption of this Agreement and by the sole shareholder of Interim Bank at meetings held on the call of the respective boards of directors of the consolidating banks or, as to the Interim Bank, without a meeting to the extent permitted in the Bank Act.
(b) The Reorganization shall have been approved by the Comptroller of the Currency ("OCC"), the terms and conditions of the share exchange in the Reorganization shall have been determined to be fair to Bank's shareholders after a hearing conducted by the Michigan Office of Financial and Insurance Services, Division of Financial Institutions ("DFI"), the Board of Governors of the Federal Reserve System shall have approved the Holding Company's application to become a bank holding company, and any other regulatory approvals as may be required by law shall have been received; each approval shall have become final and shall not be the subject of any administrative review, appeal, or litigation; and any statutory waiting periods shall have expired.
(c) No proceeding shall be pending by the United States Department of Justice, any other federal or state governmental agency, any shareholder of Bank, or any other person lawfully challenging or seeking or prevent the consolidation under antitrust or trade regulation laws, securities laws, or any other applicable laws; nor shall any proceeding be threatened by the United States Department of Justice of any other governmental agency.
CONDITIONS PRECEDENT TO REORGANIZATION. A. DIRECTOR APPROVAL The Board of Directors of the Parties respectively shall have determined that it is advisable and in the best interests of each of them and both of them to proceed with the acquisition by Treasury of American.
CONDITIONS PRECEDENT TO REORGANIZATION. A. DIRECTOR APPROVAL If required, the Board of Directors of each of the Corporations respectively shall have determined that it is advisable and in the best interests of each of them and both of them to proceed with the exchange by Nucotec of Salty’s common stock for Nucotec common stock, in accordance with IRS Section 354(a) and 368(a).
CONDITIONS PRECEDENT TO REORGANIZATION. BUYER CONTINGENCIES
CONDITIONS PRECEDENT TO REORGANIZATION. 21 Section 4.01. Conditions to Reorganization.............................21 (a) Injunction........................................21 (b) Regulatory and Shareholder Approval...............21 (c) Effective Registration Statement..................21 (d) Tax Determination.................................22 (e) NYSE Listing......................................22 (f) Resolution of ▇▇▇▇▇▇ Litigation...................22 Section 4.02. Conditions to Obligations of BCBSMo......................22 (a) Representations and Warranties....................22 (b)
CONDITIONS PRECEDENT TO REORGANIZATION. BUYER CONTINGENCIES
1. Satisfactory Review of Seller’s books and records.
2. SEC qualified audited financials. (paid by Heartland)
3. Appraisal of business and real estate to Purchaser’s satisfaction.(paid by Heartland)
4. Satisfactory review of environmental report.(paid by Heartland)
CONDITIONS PRECEDENT TO REORGANIZATION. 4.1. Conditions Precedent to Obligations of Purchaser and the Company. The respective obligations of Purchaser, on the one hand, and the Company, on the other hand, to effect the Reorganization are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO REORGANIZATION. 25 4.1. Conditions Precedent to Obligations of Purchaser and the Company..........................,.............................25 (a) Injunction.............................................25 (b) Statutes ..............................................25 4.2. Conditions Precedent to Obligations of Purchaser...............25 (a) Accuracy of Representations and Warranties.............25 (b) The Company's Performance..............................25 (c) Legal Actions..........................................25 (d) No Material Changes....................................26 (e) Third Party Consents...................................26 (f) Execution of Escrow Agreement..........................26 (g) Execution of Employment Agreements.....................26 (h) Execution of Registration Agreement....................26 (i) Execution of Bill of Sale..............................26 (j) Contract Consents......................................26 (k) Discharge of Contract Obligations......................26 4.3. Conditions Precedent to Obligation of the Company and Shareholders...................................................26 (a) Accuracy of Representations and Warranties.............26 (b) Purchaser's Performance................................26 (c) No Material Changes....................................27 (d) Execution of Registration Agreement....................27
CONDITIONS PRECEDENT TO REORGANIZATION