NYBL definition
Examples of NYBL in a sentence
Gemini further represents that it is a fiduciary under §100 of the NYBL and a custodian that is licensed to hold Customer’s Assets and fiat currency in trust on its behalf.
If any Dissenting Stockholder shall be entitled to require the Company to purchase such stockholder's shares for their "fair value," as provided in Section 604 of the N.Y.B.L., the Company shall give Parent notice thereof and Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands.
At the Effective Time (as hereinafter defined) and upon the terms and subject to the conditions of this Agreement and in accordance with the NYBL, each outstanding share of common stock, par value $1.00 per share, of the Company (the "SHARES"), other than as provided in Section 2.1(a) hereof, shall be deemed to be exchanged for the number of shares of Parent Common Stock (as hereinafter defined) provided for in Section 2.1(a) below (the "SHARE EXCHANGE").
All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights, except and to the extent provided in Sections 114 and 6029 of the NYBL.
Purchaser shall have the right to review and to approve all written materials to be used by Parent or Seller, as applicable, in connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the transactions contemplated by this Agreement (including, without limitation, the application to the Banking Department in connection with the organization of Trust Company, the Section 154 Petition and any notices mailed or published in accordance with Section 154 of the NYBL).
Immediately prior to the Effective Time, all of the issued and outstanding shares of Trust Company Stock will have been duly authorized and validly issued and will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, except as provided in Section 114 of the NYBL.
All payments made to the holders of Dissenting Shares pursuant to Sections 143-a.4 and 6022 of the NYBL shall be made solely from the assets of the Company.
Subject to the terms and conditions of this Agreement, and in accordance with the provisions of Article XIII of the NYBL, at the Effective Time, Trust Company shall merge with and into Purchaser.
Purchaser is authorized to exercise any or all of the powers specified in Sections 100, 100-a, 100-b and 100-c of the NYBL.
Pursuant to Section 143-a of the NYBL, the Company Board has directed that this Agreement be submitted to the shareholders of the Company for their approval.