Cardworks Ally Merger Agreement

The coronavirus has also halted a proposed merger between Independent Bank and Texas Capital and has not entered into a merger agreement between Nicolet Bankshares and Commerce Financial Holdings of Wisconsin. It also prompted Bank of Southern California to cut its cash offer to buy CalWest by 18 percent, after shareholders postponed an April meeting without approving the deal. Closing Net Book Value means the value of the net book at the time of the balance date; provided that, for the avoidance of doubt, the value of the net book closed is determined on a basis estimated at closing in accordance with point 3.03 and definitively in accordance with point 3.07. Section 3.10 Deduction. Any parent company, the surviving entity and the trust and payment agent have the right to deduct and withhold, from any amount payable or otherwise available under this Agreement, the amounts that are to be deducted or withheld from such amounts under applicable tax legislation. Before making such a deduction or withholding, the parent company, business, surviving entity or trust and payment agent will, where applicable, use economically reasonable efforts to enable the person on whom such deduction or withholding is to be made, with appropriate written notice of his or her intention to make such deduction or withholding; provide care and cooperate with that person in an appropriate manner to mitigate or reduce any such deduction or withholding; however, provided that the requirements of this rate do not apply to amounts appropriately treated as offsets for U.S. federal income tax purposes. To the extent that the sums referred to in this Section 3.10 are deducted or withheld and paid in a timely manner to the competent governmental authority or other person applicable in accordance with the applicable law, such sums shall be paid for all purposes provided for in this Agreement as well as to the person to whom such amounts would otherwise have been paid. Section 14.03 Instructions. All communications and other communications under or under the Transaction Agreements must be in writing and are deemed to be duly provided or made, (a) when notified personally, (b) when transmitted by fax, or if such filing and related communications contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are due to the fact that they do not refer strictly to historical or current facts. Forward-looking statements often use words such as „believe,“ „expect,“ „anticipate,“ „intend,“ „pursue,“ „seek,“ „continue,“ „appreciate,“ „anticipate,“ „anticipate,“ „potentially,“ „objective,“ „trend,“ „plan,“ „objective,“ „initiative,“ „priorities“ or other words of comparable meaning, or in the future tense or conditional verbs such as „may,“ „should,“ „should,“ „would,“ or “  could“.

Forward-looking statements communicate to us our expectations, intentions or forecasts about future events, circumstances or results. . . .

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