Under the terms of the TFC Merger Agreement, TFC has given its consent to CBAC entering into the BOE Merger Agreement.
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.
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.
The satisfaction of the last of the conditions precedent set forth in this Section 3 to be so satisfied shall occur not later than the Effective Time (as defined in the TFC Merger Agreement) of the TFC Merger.
No Default or Event of Default has occurred and is continuing or will result from the execution, delivery or performance of this Amendment or the TFC Merger Agreement or the consummation of the transactions contemplated hereby or thereby (including the TFC Merger).