FNBGC definition
Examples of FNBGC in a sentence
All directors of FNBGC as of the Closing who do not continue as directors of Interim Bank shall serve as members of Interim Bank's Advisory Board, and shall have such rights and powers as are set out in Interim Bank's Bylaws, as amended from time to time, and shall receive fees for their service on such advisory board consistent with the fees paid by Interim Bank to members of its other advisory boards.
Except as disclosed in Section 5.15 of the FNBGC Disclosure Memorandum, each GHC ERISA Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service, and GHC is not aware of any circumstances likely to result in revocation of any such favorable determination letter.
Prior to the execution and delivery of this Plan of Merger, GHC, FNBGC and CCBG have entered into a Agreement and Plan of Merger (the "Parent Agreement") pursuant to which GHC would merge with and into CCBG and pursuant to which CCBG agrees to issue CCBG Common Stock in connection with the Merger of FNBGC with and into Interim Bank ("Bank Merger").
Section 5.4 of the FNBGC Disclosure Memorandum, sets forth the record holders of all the issued and outstanding shares of capital stock (or other equity interests) of FNBGC and of GHC.
All of the issued and outstanding shares of CCBG Capital Stock are, and all of the shares of CCBG Common Stock to be issued in exchange for shares of GHC Common Stock and FNBGC Common Stock upon consummation of the Mergers, when issued in accordance with the terms of this Agreement, will be, duly and validly issued and outstanding and fully paid and nonassessable under the FBCA.
Simultaneously with the consummation of the Holding Company Merger, FNBGC shall be merged with and into Interim in accordance with the provisions of and with the effect provided in Title 12 U.S. Code Section 215a on terms and subject to the provisions of the Bank Plan of Merger ("Bank Plan"), attached hereto as Exhibit 1.
GHC and FNBGC agree to give not less than two days' prior notice of all meetings of the GHC and FNBGC Board of Directors and their committees and GHC and FNBGC agree that CCGB shall be entitled to have two representatives attend all such Board meetings; provided that GHC and FNBGC shall have the right to exclude either or both of such representatives during discussions relating to a confidential matter, the Mergers or which would result in a conflict of interest for the Board of CCBG and GHC or FNBGC.
This Agreement provides for the acquisition of GHC by CCBG pursuant to the merger of (i) GHC with and into CCBG (the "Holding Company Merger") and (ii) FNBGC with and into a national banking subsidiary of CCBG ("Interim") (the "Bank Merger") (collectively, the "Mergers").
Each of the directors and executive officers and shareholders of GHC, and all directors and executive officers of FNBGC shall have delivered a Claims Letter in the form attached hereto as Exhibit 4 to CCBG.
CCBG shall promptly prepare and file, and GHC and FNBGC shall cooperate in the preparation and, where appropriate, filing of, applications with all Regulatory Authorities having jurisdiction over the transactions contemplated by this Agreement seeking the requisite Consents necessary to consummate the transactions contemplated by this Agreement.