Compliance with Pennsylvania Banking Code Sample Clauses
The "Compliance with Pennsylvania Banking Code" clause requires parties to adhere to the laws and regulations set forth in the Pennsylvania Banking Code when conducting relevant activities. This means that any banking operations, transactions, or business practices covered by the agreement must meet the standards and requirements established by Pennsylvania state law. For example, this could include maintaining proper licensing, following capital requirements, or observing consumer protection rules specific to Pennsylvania. The core function of this clause is to ensure legal compliance and mitigate the risk of regulatory violations within the jurisdiction of Pennsylvania.
Compliance with Pennsylvania Banking Code. Notwithstanding anything herein to the contrary, the prior written approval or non-objection of the Pennsylvania Department of Banking and Securities is required under Section 112 of the Pennsylvania Banking Code if the Conversion of the Non-Voting Common Stock would result in its holder owning or controlling 10% or more of the Corporation’s Common Stock. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
Compliance with Pennsylvania Banking Code. Notwithstanding anything herein to the contrary, the prior written approval or non-objection of the Pennsylvania Department of Banking and Securities is required under Section 112 of the Pennsylvania Banking Code if the Conversion of the Series B Convertible Perpetual Preferred Stock would result in its holder owning or controlling 10% or more of the Corporation’s Common Stock.
Compliance with Pennsylvania Banking Code. Notwithstanding anything herein to the contrary, the prior written approval or non-objection of the Pennsylvania Department of Banking and Securities is required under Section 112 of the Pennsylvania Banking Code if the Conversion of the Series B Convertible Perpetual Preferred Stock would result in its holder owning or controlling 10% or more of the Corporation’s Common Stock. To be completed by: _____________________________________ (the “Purchaser”) This Accredited Investor Questionnaire (this “Questionnaire”) is submitted by Purchaser in connection with the Securities Purchase Agreement, dated as of October 27, 2023 (the “SPA”), entered into by and among Republic First Bancorp, Inc., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages thereto. Capitalized terms used in this Questionnaire and not defined herein shall have the meanings given to them in the SPA. The Company is distributing this Questionnaire to the Purchaser to enable the Company to determine whether the Purchaser is qualified to invest in the Securities. To be qualified to invest in the Securities, the Purchaser must either (i) be an “accredited investor” (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)), or (ii) have (and if applicable, its officers, employees, directors or equity owners have) either alone or with his, her or its purchaser representative or representatives, if any, such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Securities. The Company will rely upon the accuracy and completeness of the information provided in this Questionnaire in establishing that the issuance of the Securities is exempt from the registration requirements of the Securities Act. The Purchaser’s answers will be kept confidential. However, the Purchaser understands and agrees that the Company may provide a completed copy of this Questionnaire to such parties as the Company deems appropriate if called upon to establish that the issuance of the Securities (i) is exempt from the registration requirements of the Securities Act or (ii) meets the requirements of applicable state securities laws; provided however that the Company need not give prior notice to the Purchaser of its presentation of this Questionnaire to the Company’s regularly employed legal, acc...