New Bank. Upon execution and delivery of this Amendment by the parties hereto, the New Bank shall be a Bank for all purposes of the Credit Agreement.
New Bank. The New Bank agrees with the Borrowers, the Banks and the Agent that (i) it will abide by the terms of the Original Loan Agreement as amended hereby, and (ii) the Loan Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against it.
New Bank. Bank of America, N.A. shall become and is hereby added as a “Bank” under the Credit Agreement.
New Bank. With effect from the Effective Date it is agreed by each of the parties to this letter that XX Xxxxxx shall accede to the Amended Facility Letter as a New Bank pursuant to paragraph 7 (New Banks) of the Amended Facility Letter and shall benefit from and shall be subject to all the rights and obligations applicable to the Banks as set out in the Amended Facility Letter.
New Bank. 6.1 Subject to Clause 4 above, on the Effective Date:
New Bank. The Bank of Nova Scotia (“Scotia Bank”) shall become and is hereby added as a “Bank” under the Credit Agreement. By executing this Amendment below, Scotia Bank (i) agrees that it is a party to the Credit Agreement, having all the rights and obligations of a Bank thereunder and under the other Credit Documents, including, without limitation, the obligation to make Revolving Credit Loans, and (ii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto.
New Bank. Non-Pro-Rata Reduction in Bank Outstanding Principal Amount and Commitment; Banks' Commitments. Subject to the occurrence of the Amendment Effective Date (as defined below) and effective on such date:
New Bank. Effective as of the Twelfth Amendment Effective Date, the New Bank hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Bank thereunder and under each and every other Loan Paper to which any Bank is required to be bound by the Credit Agreement, to the same extent as if the New Bank were an original signatory thereto. The New Bank hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. The New Bank represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Twelfth Amendment, to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Twelfth Amendment and to become a Bank on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank, and (c) from and after the Twelfth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Papers and have the rights and obligations of a Bank thereunder. The New Bank hereby agrees that upon the effectiveness of this Twelfth Amendment, from and after the Twelfth Amendment Effective Date, it shall have the Maximum Credit Amount, Elected Revolving Commitment and Applicable Revolving Commitment Percentage in the amount shown opposite its name Schedule 1 to the Credit Agreement (as amended hereby).
New Bank. By executing and delivering to the Borrower and the Agent this Counterpart, the New Bank hereby becomes a party to the Credit Agreement as a "Bank" thereunder with a Commitment in the amount set forth opposite such New Bank's signature set forth on the signature page hereto, effective as of December 5, 1997 (the "Effective Date"). Upon the Effective Date the signature page hereto shall be automatically deemed to be a counterpart to the Credit Agreement. 2.
New Bank. Common Stock. Each issued and outstanding share of New Bank Common Stock on the Effective Date (other than the following shares of New Bank Common Stock which shall be cancelled, retired and cease to exist, and no exchange or payment shall be made with respect thereto: (i) Dissenting Shares (as defined in Section 1.7), if any, (ii) shares of New Bank Common Stock held as treasury stock of New Bank, and (iii) shares of New Bank Common Stock held directly or indirectly by TCF except for such shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), shall be converted into and exchangeable for the Merger Consideration. The aggregate number of shares of New Bank Common Stock entitled to receive the Merger Consideration is referred to as the "Outstanding New Bank Shares." The "Merger Consideration" shall consist of the amount of cash and/or shares of TCF Common Stock (valued at the Average TCF Stock Price (as defined below)) which, when combined, equals the value per share set forth in the chart below opposite the appropriate Average TCF Stock Price, as may be determined not later than the Effective Time pursuant to the provisions of this Section 1.3(a). Such amount shall be allocated among the holders of New Bank Common Stock in accordance with Section 1.4. The amount of Merger Consideration payable with respect to each share of New Bank Common Stock entitled to Merger Consideration is referred to as the "Merger Consideration Value Per Share." The "Merger Consideration Value Per Share" shall be determined as follows: Average TCF Stock Price Merger Consideration Value Per Share ----------------------- ------------------------------------ Greater than $54.00 $12.50 + 0.24643 x Average TCF Stock Price Greater than $47.75 and $25.81 less than or equal to $54.00 Greater than or equal to $12.50 + 0.27869 x Average TCF $43.75 and less than or Stock Price equal to $47.75 Greater than or equal to $24.69 $37.50 and less than $43.75 Less than $37.50 $12.50 + 0.32514 x Average TCF Stock Price
