CGBH definition
Examples of CGBH in a sentence
Amend its Articles, the Bylaws or any of its governing documents or, except for the CGBH Merger in the case of PBB and CGBH, enter into a plan of consolidation, merger, share exchange or reorganization with any Person, or a letter of intent or agreement in principle with respect thereto.
The Articles of Incorporation and Bylaws of PBB, as in effect immediately prior to the CGBH Merger, shall be the Articles of Incorporation and Bylaws of PBB, as the surviving entity in the CGBH Merger, until either is thereafter amended in accordance with applicable law.
Each of CGBH and PBB has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted.
As soon as practicable, but in no event later than the last calendar day of the calendar month in which each of the other conditions to the Bank Merger has been satisfied or waived (other than those conditions that by their nature are to be satisfied at Closing), or such other date as Manhattan and PBB shall agree, CGBH and PBB will file, or cause to be filed, with the California Secretary of State the Merger Agreement in substantially the form attached hereto as Exhibit A (the “CGBH Merger Agreement”).
Each Material Contract to which PBB or CGBH is a party, or by which it is bound, or to which it is subject, is valid and binding on PBB and CGBH and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of CGBH and PBB, is valid and binding on the other parties thereto.
Without limiting the generality of the foregoing, CGBH and PBB agree to use their reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable law, so as to permit the consummation of the CGBH Merger as promptly as practicable.
As of the date hereof, no shares of CGBH Common Stock were held in treasury by CGBH or otherwise directly or indirectly owned by CGBH.
CGBH is a Delaware corporation that is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.
Except in connection with the CGBH Merger, make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on, any shares of capital stock.
Each of CGBH and PBB is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where failure to be so licensed or qualified would not materially impair its ability to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby.