F & M Counsel definition

F & M Counsel means McCarty, Curry, Wydexxx, Xxetxxx & Xaak, 000 Xxxx Xxxxxx Xxxxxx, X.X. Xxx 000, Xxxxxxxx, Xxxxxxxxx 00000-0000, Xxtn: Randxxx X. Xxxx, Xxq.
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F & M Counsel means McCarty, Curry, Wydeven, Peeters & Xxxx, 000 Xxxt Fxxxxh Xxxxxx, X.X. Xxx 000, Xxxxxxxx, Xxxxxxxxx 00000-0000, Xxxx: Xxxxxxx A. Haak, Xxx. 0.00 "Registration Statement" shall mean the Registration Statement of F & M pursuant to which the shares of F & M Common to be issued in the merger will be registered with the Securities and Exchange Commission ("SEC"), and which shall include the prospectus of F & M relating to the F & M Common issuable in the transaction and the proxy statement of CLB to its shareholders relating to approval of the merger (the "Prospectus/Proxy Statement"). 1.16 "Securities Counsel" shall mean Quarles & Brady, 000 Xxst Xxxxxnsxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Xxxx: Xxxxxxx V. Hallexx, Xxx. 0.00 "Subsidiary" shall mean F & M Merger Corporation, One Bank Avenue, Xxxxxxxx, Xxxxxxxxx 00000. 0.00 "Xxxuation Date" shall mean the last day of the month prior to the Closing Date.
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Examples of F & M Counsel in a sentence

  • CNB Shareholders shall have received an opinion from F & M Counsel satisfactory to CNB and for the benefit of CNB shareholders to the effect that the transaction contemplated by this Agreement shall be tax-free to those CNB Shareholders who receive F & M Common in exchange for their CNB Common (excluding fractional or dissenting shares).

  • WBC shall have received the opinion of F & M Counsel referred to in subparagraph 10.4(d).

  • CLB shall have received the opinion of F & M Counsel referred to in subparagraph 10.4(d).

  • The defendant gave evidence and called one other witness his sister, Xxxx Xxxxxxx (“Xxxx”).

  • BANK shall have received the opinion of F & M Counsel referred to in subparagraph 10.4(c).

Related to F & M Counsel

  • Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.

  • Co-Lead Counsel means the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.

  • Lead Counsel means the law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • Quebec Counsel means Siskinds Desmeules s.e.n.c.r.l.

  • Liaison Counsel means the law firm of Xxxxx X. Xxxxxxxxx & Associates L.C.

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Senior Counsel means a legal practitioner appointed by the President as a Senior Counsel of Namibia in terms of section 79(3) of the Legal Practitioners Act, 1995 (Act No. 15 of 1995).

  • Defendants’ Counsel means Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP.

  • Legal Counsel means attorneys and staff employed by county

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • Holders’ Counsel means one counsel for the selling Holders chosen by Holders holding a majority interest in the Registrable Securities being registered.

  • Class Counsel means Xxxxxx X. Xxxxxx of Xxxxxx Xxxxxx Xxxxxx LLP, Xxxx Xxxxxx Xxxxxxxxxx of Xxxxxx Xxxxxxxx LLP, and Xxxxx X. Xxxxxxxxxx of Hausfeld LLP.

  • Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Outside Counsel means Mr. Mark Tarallo, attorney with Morse Barnes Brown and Pendleton, LP 1601 Trapelo Road, Suite 205, Waltham, MA 02451. Email.mtarallo@mbbp.com: Website: www.mbbp.com Phone: (781) 622-5930.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Patent Counsel means the DOE Counsel for Intellectual Property assisting the DOE Contracting activity.

  • Independent Counsel as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).