The representations and warranties set forth in Section 6.3 shall be true and correct (except for inaccuracies which are de minimis in amount and any shares of CBAC Common Stock issued in connection with the TFC Merger).
As previously announced, TFC has also entered into a definitive agreement and plan of merger with CBAC (the "TFC Merger Agreement") providing for the merger of TFC with and into CBAC.
Subject to the satisfaction or waiver of the conditions set forth in Article VII, the TFC Merger shall become effective upon the Effective Time on the Effective Date as specified in the TFC Merger Agreement, and TFC shall be the Surviving Corporation, in accordance with Section 252 of the DGCL and Section 1100 et.
Holders of not more than fifteen percent (15%) of the outstanding shares of TFC Common Stock shall have not voted in favor of the TFC Merger and made written demand under the CGCL relating to Dissenters Rights or under the DGCL relating to Appraisal Rights for the purchase of their shares of TFC Common Stock or Bank Common Stock which demand has not been rescinded or otherwise not perfected under applicable law.
Under the terms of the TFC Merger Agreement, TFC has given its consent to CBAC entering into the BOE Merger Agreement.