Examples of Cornerstone Parties in a sentence
In rendering its opinion, such counsel may require and rely upon representations contained in certificates of officers of the Cornerstone Parties and the SmartFinancial Parties, reasonably satisfactory in form and substance to such counsel.
The SmartFinancial Parties have previously delivered or made available to the Cornerstone Parties true, correct, and complete copies of all plans, contracts, agreements, arrangements, and other documents referenced in Schedule 5.2(s)(i) of the SmartFinancial Disclosure Memorandum, along with, where applicable, copies of the IRS Form 5500 for the most recently completed year.
At the Effective Time, the stock transfer books of SmartFinancial shall be closed and there shall thereafter be no further transfers of shares of SmartFinancial Stock on the records of SmartFinancial, and, if any shares of SmartFinancial Stock are thereafter presented to the Cornerstone Parties or the Exchange Agent for transfer, such shares shall be cancelled against delivery of that portion of the Merger Consideration payable or issuable in respect thereof as herein provided.
The pertinent section of that agreement, Cornerstone claims, is provision 3, which reads: The Cornerstone Parties and each of them waive and release any and all claims or rights presently unknown (other than claims or rights arising out of this Settlement Agreement) that they may have against the Tectonic Parties and each of them.
However, the OFT noted that the majority of customers were either unconcerned, or, believed that sufficient choice would remained post merger to ensure that competition remained healthy.
In rendering its opinion, such counsel may require and rely upon representations contained in certificates of officers of the SmartFinancial Parties and the Cornerstone Parties, reasonably satisfactory in form and substance to such counsel.
Each member of the board of directors of Bancshares not identified on Schedule 7.17(a) hereto as a member of the post-Merger board of directors of the Surviving Corporation shall have delivered to Bancshares a written resignation whereby such Person resigns from the Bancshares board of directors effective as of the Effective Time, and the Cornerstone Parties shall have delivered to the SmartFinancial Parties such evidence of the same as the SmartFinancial Parties shall reasonably request.
Except with the prior approval of the Cornerstone Parties (which will not be unreasonably withheld), no other matters shall be submitted for consideration by or approval of SmartFinancial’s shareholders at the SmartFinancial Meeting.
The representations and warranties of the Cornerstone Parties contained in Section 4.2(a) (Organization and Qualification), Section 4.2(c) (Capitalization), Section 4.2(d) (Authority), Section 4.2(i) (Financial Statements; Internal Controls), and Section 4.2(w) (Broker Fees) shall be true and correct in all respects, except for inaccuracies which, individually and in the aggregate, are de minimis in both amount and impact.
Likewise, SmartFinancial and SmartBank shall take all steps required by any applicable Law or under any relevant agreement or other document to exempt or continue to exempt the Cornerstone Parties, this Agreement, and the transactions contemplated by this Agreement from any provisions of an antitakeover nature in SmartFinancial’s or SmartBank’s charter, bylaws, or other governing documents and the provisions of any federal or state antitakeover Laws.