Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. The board of directors of each of Purchaser and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser and the Company, as the case may be, and in the best interests of their respective stockholders. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Purchaser and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 2 contracts

Sources: Merger Agreement (SI Financial Group, Inc.), Merger Agreement (Berkshire Hills Bancorp Inc)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser RCFC and the Company have Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser RCFC and the CompanyBayonne, as the case may berespectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RCFC's willingness to enter into this Agreement, RCFC and Bayonne have entered into a stock option agreement (the "Option Agreement"), pursuant to which Bayonne has granted to RCFC an option to purchase shares of Bayonne's common stock, par value $0.01 per share ("Bayonne Common Stock"), upon the terms and conditions therein contained; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, within twenty-one days of the date of this Agreement, execute in favor of RCFC a Letter Agreement in the form annexed as Exhibit A. The parties hereto intend that the Merger (as defined herein) herein shall qualify as a reorganization under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined herein) "Code"), for federal income tax purposes purposes, and that this Agreement the Merger shall be and is hereby adopted accounted for as a “plan of reorganization” within the meaning of Sections 354 pooling-of-interests for accounting purposes. RCFC and 361 of the IRC. Purchaser and the Company each Bayonne desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 2 contracts

Sources: Merger Agreement (Richmond County Financial Corp), Merger Agreement (Richmond County Financial Corp)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser RBI and the Company have TRFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser RBI and the CompanyTRFC, as the case may berespectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The ▇▇▇▇▇▇ Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger (as defined herein) and the Bank Merger shall qualify as a reorganization under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined herein) "Code"), for federal income tax purposes purposes, and that this Agreement the Merger shall be and is hereby adopted accounted for as a “plan of reorganization” within the meaning of Sections 354 pooling-of-interests for accounting purposes. RBI and 361 of the IRC. Purchaser and the Company each TRFC desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 2 contracts

Sources: Merger Agreement (Tr Financial Corp), Merger Agreement (Roslyn Bancorp Inc)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser and the Company have NFB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser NFB and its stockholders, (ii) has determined that this Agreement and the Company, as the case may betransactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. The Board of Directors of JSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of their respective JSB and in the best long-term interests of its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to NFB's willingness to enter into this Agreement, NFB and JSB have entered into a stock option agreement ("JSB Option Agreement"), pursuant to which JSB has granted to NFB an option to purchase shares of JSB's common stock, par value $.01 per share ("JSB Common Stock"), upon the terms and conditions therein contained. Following the consummation of the Merger (as defined below), Jamaica Savings Bank, a wholly owned subsidiary of JSB Financial, Inc. ("JSB Bank"), may be merged with and into North Fork Bank, a wholly owned subsidiary of North Fork Bancorporation, Inc. ("NFB Bank"), with NFB Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger (as defined herein) and the Bank Merger, if effected, each shall qualify as a reorganization under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined herein) "Code"), for federal income tax purposes purposes, and that this Agreement the Merger shall be and is hereby adopted accounted for as a “plan of reorganization” within the meaning of Sections 354 pooling-of-interests for financial accounting purposes. NFB and 361 of the IRC. Purchaser and the Company each JSB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 2 contracts

Sources: Agreement and Plan of Merger (North Fork Bancorporation Inc), Merger Agreement (North Fork Bancorporation Inc)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser Parent and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser and the Company, as the case may be, and that it is in the best interests of their respective stockholderscompanies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation. The parties hereto intend that the Merger (as defined herein) Integrated Mergers shall qualify together be treated as a reorganization single integrated transaction that qualifies as a “reorganization” under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined hereinthe “IRC”) for federal income tax purposes and that this Agreement be is intended to be, and is hereby adopted as as, a plan of reorganization” reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Sections 354 and 361 of the IRCTreasury regulation section 1.368-2(g). Purchaser Parent and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As Concurrently with the execution and delivery of this Agreement, as a condition and inducement to PurchaserParent’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors stockholders of the Company has have entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he each such stockholder has agreed, among other things, to vote his, her or she will vote his or her its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (eachhereby. Concurrently with the execution and delivery of this Agreement, as a “Voting Agreement”). As an condition and inducement to Purchaserthe Company’s willingness to enter into this Agreement, certain senior executive officers stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the Company have simultaneously herewith entered into agreements issuance of shares of Parent Common Stock in connection with Purchaser and the Company, in form and substance acceptable to PurchaserFirst-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 2 contracts

Sources: Merger Agreement (WashingtonFirst Bankshares, Inc.), Merger Agreement (Sandy Spring Bancorp Inc)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser Parent, Parent Bank and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser and the Company, as the case may be, and that it is in the best interests of their respective stockholders. companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which the Company will, subject to the terms and conditions set forth herein, merge with and into Parent Bank (the “Merger”), with Parent Bank being the surviving corporation and, accordingly, sometimes referred to as the “Surviving Bank.” The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization “reorganization” under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined hereinthe “IRC”) for federal income tax purposes and that this Agreement be is intended to be, and is hereby adopted as as, a plan of reorganization” reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Sections 354 and 361 of the IRCTreasury regulation section 1.368-2(g). Purchaser Parent, Parent Bank and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As Concurrently with the execution and delivery of this Agreement, as a condition and inducement to PurchaserParent’s and Parent Bank’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has have entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will each such director, in their capacity as a stockholder, has agreed, among other things, to vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (eachhereby. Concurrently with the execution and delivery of this Agreement, as a “Voting Agreement”). As an condition and inducement to PurchaserCompany’s willingness to enter into this Agreement, certain senior executive officers each of the Company directors of Parent have simultaneously herewith entered into agreements with Purchaser and the Companyan agreement pursuant to which each such director, in form and substance acceptable their capacity as a stockholder, has agreed, among other things, to Purchaservote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (Sandy Spring Bancorp Inc)

INTRODUCTORY STATEMENT. The board respective Boards of directors Directors of each of Purchaser Newco, MHC, Bradford and Bradford Bank (collectively, the "Bradford Parties") and the Company Board of Directors of Patapsco have each determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser their respective corporations and the Companystockholders or members, as the case may be. In connection with the Merger, it is intended that MHC will convert from the mutual form of organization to the capital stock form of organization pursuant to certain transactions (the "Conversion") as the result of which, inter alia, Bradford Bank will become a wholly owned subsidiary of Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, all pursuant to a plan of conversion, substantially in the best interests form attached at Exhibit A hereto and subject to regulatory review and amendment in connection with such review as provided therein (the "Plan of their respective stockholdersConversion"). The parties hereto intend that the Merger (as defined herein) herein shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRCpurposes. Purchaser and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s the Bradford Parties' willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors members of the Company Board of Directors of Patapsco has entered into an agreement dated as of the date hereof in the form of Exhibit A B pursuant to which he or she will vote his or her shares of Company Patapsco Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaserhereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (Patapsco Bancorp Inc)

INTRODUCTORY STATEMENT. The board Boards of directors Directors of each of Purchaser, Purchaser Bank and the Company CMYF have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser, Purchaser Bank and the CompanyCMYF, as the case may be, and in the best interests of their respective stockholders. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Purchaser, Purchaser Bank and the Company CMYF each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain senior each executive officers officer and each member of the board Board of directors Directors of the Company CMYF has entered into an agreement dated as of the date hereof in the form of Exhibit A A, pursuant to which he or she will vote his or her shares of Company CMYF Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an a further condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain senior each executive officers officer and member of the Company have simultaneously herewith Board of Directors of CMYF has entered into agreements with Purchaser and an agreement dated as of the Companydate hereof in the form of Exhibit B, in form and substance acceptable pursuant to Purchaserwhich he or she will agree to certain non-solicitation provisions (each, a Non-Solicitation Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (First Interstate Bancsystem Inc)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser and the Company have NFB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser NFB and its stockholders, (ii) has determined that this Agreement and the Company, as the case may betransactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. The Board of Directors of JSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of their respective JSB and in the best long-term interests of its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to NFB's willingness to enter into this Agreement, NFB and JSB have entered into a stock option agreement ("JSB Option Agreement"), pursuant to which JSB has granted to NFB an option to purchase shares of JSB's common stock, par value $.01 per share ("JSB Common Stock"), upon the terms and conditions therein contained. Following the consummation of the Merger (as defined below), Jamaica Savings Bank, a wholly owned subsidiary of JSB Financial, Inc. ("JSB Bank"), may be merged with and into North Fork Bank, a wholly owned subsidiary of North Fork Bancorporation, Inc. ("NFB Bank"), with NFB Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger (as defined herein) and the Bank Merger, if effected, each shall qualify as a reorganization under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined herein) "Code"), for federal income tax purposes purposes, and that this Agreement the Merger shall be and is hereby adopted accounted for as a “plan of reorganization” within the meaning of Sections 354 pooling-of- interests for financial accounting purposes. NFB and 361 of the IRC. Purchaser and the Company each JSB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (JSB Financial Inc)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser RCFC and the Company have Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser RCFC and the CompanyBayonne, as the case may berespectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RCFC's willingness to enter into this Agreement, RCFC and Bayonne have entered into a stock option agreement (the "Option Agreement"), pursuant to which Bayonne has granted to RCFC an option to purchase shares of Bayonne's common stock, par value $0.01 per share ("Bayonne Common Stock"), upon the terms and conditions therein contained; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, within twenty-one days of the date of this Agreement, execute in favor of RCFC a Letter Agreement in the form annexed as Exhibit A. The parties hereto intend that the Merger (as defined herein) herein shall qualify as a reorganization under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined herein) "Code"), for federal income tax purposes purposes, and that this Agreement the Merger shall be and is hereby adopted accounted for as a “plan of reorganization” within the meaning of Sections 354 purchase business combination for accounting purposes. RCFC and 361 of the IRC. Purchaser and the Company each Bayonne desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Agreement and Plan of Merger (Richmond County Financial Corp)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser NVSL and the Company SSE have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser their respective corporations and stockholders. In connection with the CompanyMerger, it is intended that NVSL MHC (as hereinafter defined) will reorganize and convert from the mutual holding company form of organization to the stock holding company form of organization pursuant to certain transactions (the “Conversion”) as the case may beresult of which, inter alia, NVSL Bank will become a wholly owned subsidiary of Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, and exchange of its common stock for shares of NVSL common stock held by persons other than NVSL MHC, all pursuant to a plan of conversion and subject to regulatory review and amendment in connection with such review as provided therein (the best interests “Plan of their respective stockholdersConversion”). The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRCpurposes. Purchaser and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to PurchaserNVSL’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors members of the Company has Board of Directors of SSE have entered into an agreement dated as of the date hereof hereof, in the form of Exhibit A hereto, pursuant to which he (or she she) will vote his (or her her) shares of Company SSE Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”)hereby. As an a further condition and inducement to PurchaserNVSL’s willingness to enter into this Agreement, certain senior executive officers NVSL Bank (as defined herein) has entered into an employment agreement with M▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Senior Vice President of SSE Bank (as defined herein), in the form of Exhibit B hereto, and an employment agreement with S▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and Chief Credit Officer of SSE Bank, in the form of Exhibit C hereto, which employment agreements will be effective upon the consummation of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to PurchaserMerger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (Naugatuck Valley Financial Corp)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser FFBSW and the Company have GFSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser and the CompanyFFBSW or GFSB, as the case may be, and in the best long-term interests of their the stockholders of FFBSW or GFSB, as the case may be, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective stockholdersbusiness strategies. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes purposes. FFBSW and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Purchaser and the Company GFSB each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s FFBSW's willingness to enter into this Agreement, certain senior executive officers and at or prior to the date of this Agreement, each member of the board of directors members of the Company Board of Directors of GFSB has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company --------- GFSB Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an a condition and inducement to Purchaser’s GFSB's willingness to enter into this Agreement, certain senior executive officers each director and advisory director of FFBSW has entered into an agreement dated as of the Company have simultaneously herewith entered into agreements with Purchaser date hereof in the form of Exhibit B pursuant to which --------- he or she will vote his or her shares of FFBSW Common Stock in favor of this Agreement and the Company, in form and substance acceptable to Purchasertransactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (GFSB Bancorp Inc)

INTRODUCTORY STATEMENT. The board respective Boards of directors Directors of each of Purchaser Newco, MHC, Bradford and Bradford Bank (collectively, the “Bradford Parties”) and the Company Board of Directors of Patapsco have each determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser their respective corporations and the Companystockholders or members, as the case may be. In connection with the Merger, it is intended that MHC will convert from the mutual form of organization to the capital stock form of organization pursuant to certain transactions (the “Conversion”) as the result of which, inter alia, Bradford Bank will become a wholly owned subsidiary of Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, all pursuant to a plan of conversion, substantially in the best interests form attached at Exhibit A hereto and subject to regulatory review and amendment in connection with such review as provided therein (the “Plan of their respective stockholdersConversion”). The parties hereto intend that the Merger (as defined herein) herein shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRCpurposes. Purchaser and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s the Bradford Parties’ willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors members of the Company Board of Directors of Patapsco has entered into an agreement dated as of the date hereof in the form of Exhibit A B pursuant to which he or she will vote his or her shares of Company Patapsco Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaserhereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (Bradford Bancorp Inc /MD)

INTRODUCTORY STATEMENT. The board Boards of directors Directors of each of Purchaser, Purchaser Bank and the Company IIBK have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser, Purchaser Bank and the CompanyIIBK, as the case may be, and in the best interests of their respective stockholders. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Purchaser, Purchaser Bank and the Company IIBK each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain senior executive officers each IIBK Executive Officer and each member of the board Board of directors Directors of the Company IIBK and certain shareholders of IIBK has entered into an agreement dated as of the date hereof in the form of Exhibit A A, pursuant to which he he, she or she it will vote his his, her or her its shares of Company IIBK Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an a further condition and inducement to Purchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain senior each executive officers officer and member of the Company have simultaneously herewith Board of Directors of IIBK has entered into agreements with Purchaser an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which he or she will agree to certain non-competition and the Companynon-solicitation provisions (each, in form a “Non-Competition and substance acceptable to PurchaserNon-Solicitation Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (First Interstate Bancsystem Inc)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser RCFC and the Company have Ironbound (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser RCFC and the CompanyIronbound, as the case may berespectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RCFC's willingness to enter into this Agreement, RCFC and Ironbound have entered into a stock option agreement (the "Option Agreement"), pursuant to which Ironbound has granted to RCFC an option to purchase shares of Ironbound's common stock, par value $5.00 per share ("Ironbound Common Stock"), upon the terms and conditions therein contained; and certain officers and directors of Ironbound will each, within fourteen days of the date of this Agreement, execute in favor of RCFC a Letter Agreement in the form annexed as Exhibit A. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined herein) "Code"), for federal income tax purposes purposes, and that this Agreement the Merger shall be and is hereby adopted accounted for as a “plan of reorganization” within the meaning of Sections 354 pooling-of-interests for accounting purposes. RCFC and 361 of the IRC. Purchaser and the Company each Ironbound desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (Richmond County Financial Corp)

INTRODUCTORY STATEMENT. The board Boards of directors Directors of each of Purchaser and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the respective best interests of Purchaser and the Company, as the case may be, Company and in the best interests of their respective stockholders. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization “reorganization” under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRC. Purchaser and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers and each member of the board Board of directors Directors of the Company has entered into an agreement dated as of the date hereof in the form of Exhibit A A, pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Company Voting Agreement”). As an a condition and inducement to Purchaserthe Company’s willingness to enter into this Agreement, certain senior executive officers each member of the Company have simultaneously herewith Board of Directors of Purchaser has entered into agreements with Purchaser an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the Companytransactions contemplated hereby (each, in form and substance acceptable to Purchasera “Purchaser Voting Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (CapStar Financial Holdings, Inc.)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser Parent, Parent Bank and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser and the Company, as the case may be, and that it is in the best interests of their respective stockholderscompanies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which the Company will, subject to the terms and conditions set forth herein, merge with and into Parent Bank (the “Merger”), with Parent Bank being the surviving corporation and shall hereinafter sometimes referred to in such capacity as the “Surviving Bank”. The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization “reorganization” under the provisions of Section 368(a) of the IRC Internal Revenue Code of 1986, as amended (as defined hereinthe “IRC”) for federal income tax purposes and that this Agreement be is intended to be, and is hereby adopted as as, a plan of reorganization” reorganization for purposes of Sections 356, 361 and 368 of the IRC and within the meaning of Sections 354 and 361 of the IRCTreasury regulation section 1.368-2(g). Purchaser Parent and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to PurchaserParent’s willingness to enter into this Agreement, certain senior executive officers and (i) each member of the board of directors members of the Company has Board of Directors of the Company, and (ii) certain of the Company’s executive officers, have, concurrently with the execution and delivery of this Agreement, and solely in their capacities as shareholders of the Company, entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”). As an inducement to Purchaser’s willingness to enter into this Agreement, certain senior executive officers of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to Purchaserhereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (Community Financial Corp /Md/)

INTRODUCTORY STATEMENT. The board Board of directors Directors of each of Purchaser NVSL and the Company SSE have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Purchaser their respective corporations and stockholders. In connection with the CompanyMerger, it is intended that NVSL MHC (as hereinafter defined) will reorganize and convert from the mutual holding company form of organization to the stock holding company form of organization pursuant to certain transactions (the “Conversion”) as the case may beresult of which, inter alia, NVSL Bank will become a wholly owned subsidiary of Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, and exchange of its common stock for shares of NVSL common stock held by persons other than NVSL MHC, all pursuant to a plan of conversion and subject to regulatory review and amendment in connection with such review as provided therein (the best interests “Plan of their respective stockholdersConversion”). The parties hereto intend that the Merger (as defined herein) shall qualify as a reorganization under the provisions of Section 368(a) of the IRC (as defined herein) for federal income tax purposes and that this Agreement be and is hereby adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the IRCpurposes. Purchaser and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to PurchaserNVSL’s willingness to enter into this Agreement, certain senior executive officers and each member of the board of directors members of the Company has Board of Directors of SSE have entered into an agreement dated as of the date hereof hereof, in the form of Exhibit A hereto, pursuant to which he (or she she) will vote his (or her her) shares of Company SSE Common Stock in favor of this Agreement and the transactions contemplated hereby (each, a “Voting Agreement”)hereby. As an a further condition and inducement to PurchaserNVSL’s willingness to enter into this Agreement, certain senior executive officers NVSL Bank (as defined herein) has entered into an employment agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Senior Vice President of SSE Bank (as defined herein), in the form of Exhibit B hereto, and an employment agreement with ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and Chief Credit Officer of SSE Bank, in the form of Exhibit C hereto, which employment agreements will be effective upon the consummation of the Company have simultaneously herewith entered into agreements with Purchaser and the Company, in form and substance acceptable to PurchaserMerger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

Appears in 1 contract

Sources: Merger Agreement (Southern Connecticut Bancorp Inc)