CBT Financial definition
Examples of CBT Financial in a sentence
CBT Financial has made available to Riverview Financial true, correct, and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years.
Except as disclosed in Schedule 3.22, as of the Effective Time, neither CBT Financial nor the CBT Financial Subsidiaries will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution of this Agreement nor the consummation of the Merger shall, by itself, entitle any employee of CBT Financial or the CBT Financial Subsidiaries to any “change of control” payments or benefits.
Riverview Financial and the Riverview Financial Subsidiaries shall cooperate with CBT Financial and the CBT Financial Subsidiaries and shall use its best efforts to do or cause to be done all things necessary or appropriate on its part in order to effectuate the transactions contemplated by this Agreement, fulfill the conditions precedent set forth in Article VII of this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger.
No “prohibited transaction” (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) and not otherwise exempt under ERISA or the Code has occurred in respect of the CBT Financial Pension Plans.
Except as previously disclosed to Riverview Financial in writing, the minute books of CBT Financial and the CBT Financial Subsidiaries that have been made available to Riverview Financial for inspection are true, correct and complete in all material respects and accurately record the actions taken by the Boards of Directors and shareholders or members of CBT Financial and the CBT Financial Subsidiaries at the meetings documented in such minutes.
Such securities are valued on the books of CBT Financial in accordance with GAAP in all material respects.
Any shareholder of CBT Financial who has not surrendered his or her certificate(s) to the Exchange Agent (an “Unexchanged Shareholder”) prior to such time shall be entitled to receive the Riverview Financial Stock Consideration and cash in lieu of any fractional shares, without interest, upon the surrender of such certificate(s) to Riverview Financial, subject to applicable escheat or abandoned property laws.
The voting rights of Unexchanged Shareholders with respect to the Riverview Financial Stock Consideration shall commence only upon the surrender of their CBT Financial Shares stock certificate(s) and the issuance to them of certificates for the Riverview Financial Stock Consideration in exchange therefor.
From and after any such sale, the sole right of the holders of the unsurrendered certificates for CBT Financial Shares whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by Riverview Financial for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by Riverview Financial.
Neither CBT Financial nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).