MCBF definition
Examples of MCBF in a sentence
The businesses of MCBF and each of its Subsidiaries are not being conducted in violation with any statutes, laws, regulations, ordinances, rules, judgements, orders or decrees applicable to it or the employees conducting such business, except for possible violations that either individually or in the aggregate will not have a Material Adverse Effect on MCBF.
There are no unresolved violations, criticisms or exceptions by any Government Regulator with respect to any report or statement relating to any examinations of MCBF or its Subsidiaries.
All shares of MCBF Common Stock that are held by MSB, if any, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, shall be canceled and shall constitute authorized but unissued shares.
Prior to the execution and delivery of this Agreement, MCBF and MSB have each delivered to the other a letter (each, its “Disclosure Letter”) setting forth, among other things, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate).
MCBF has and will have available to it at the Effective Time, sources of capital sufficient to pay the aggregate Cash Consideration and to pay any other amounts payable pursuant to this Agreement and to effect the transactions contemplated hereby.
Except as disclosed in MCBF’s Reports filed with the SEC prior to the date of this Agreement, since June 30, 2003, (i) MCBF and its Subsidiaries have conducted their respective businesses only in the ordinary and usual course of such businesses consistent with their past practices and (ii) there has not been any event or occurrence that has had, or is reasonably expected to have, a Material Adverse Effect on MCBF or on the ability of MCBF to complete the transactions contemplated by this Agreement.
The Proxy Statement-Prospectus (except for such portions thereof as relate only to MCBF or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.
MCBF shall have deposited with the Exchange Agent sufficient cash to pay the aggregate Cash Consideration.
MCBF and each of its Subsidiaries has all permits, licenses, certificates of authority, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order to permit it to carry on its business as it is presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and no suspension or cancellation of any of them is threatened.
MSB shall use its best efforts to cause each director, executive officer and other person who is an “affiliate” of MSB under Rule 145 of the Securities Act to deliver to MCBF as soon as practicable and prior to the mailing of the Proxy Statement-Prospectus executed letter agreements, each substantially in the form attached hereto as Exhibit C, providing that such person will comply with Rule 145.