Merger of FirstPac Corp Sample Clauses

Merger of FirstPac Corp and RB Bancorp, Subsequent Liquidation of RB Bancorp. FirstPac Corp. shall be merged with and into RB Bancorp according to the terms of the Agreement of Merger in substantially the form attached as part of Exhibit "A" hereto (but subject to any changes which may be necessary to conform to any requirements of any regulatory agency having authority over the Reorganization or any component transaction or required to permit the completion of all actions required to complete the Reorganization at the Effective Time of the Reorganization). RB Bancorp shall immediately liquidate into FPNB according to the terms of the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution in substantially the form attached as Exhibit "B" hereto (but subject to any changes which may be necessary to conform to any requirements of any regulatory agency having authority over the Reorganization or any component transaction or required to permit the completion of all actions required to complete the Reorganization at the Effective Time of the Reorganization). The Agreement to Merge and the documents included in Exhibit "B" are collectively referred to as the "Holding Company Agreements to Merge." FP Bancorp, as the entity in control of FPNB both before and after the Reorganization, is sometimes referred to herein as the "Surviving Holding Company."
Sample 1
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Related to Merger of FirstPac Corp

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company's Initial Offering or (ii) a

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Merger and Consolidation Conversion 18 Section 4. Reorganization...........................................................................................19 Section 5. Amendments...............................................................................................19 Section 6. Filing of Copies, References, Headings...................................................................19 Section 7.

  • Merger of Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

  • Consolidation, Merger or Sale or Transfer of Assets or ------------------------------------------------------ Earning Power. -------------

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Merger or Consolidation of Rights Agent Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without any further act.

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