Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, neither DELTA nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of DELTA or any of its Subsidiaries to indemnification from DELTA or any of its Subsidiaries, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $3,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of DELTA or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $5,000 or more in any single case or $30,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $5,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $5,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by DELTA or any of its Subsidiaries, (N) which materially restricts the conduct of any business by DELTA or any of its Subsidiaries or limits the freedom of DELTA or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires DELTA or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits DELTA or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof. (ii) Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against DELTA or its Subsidiaries, and to DELTA’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries nor, to DELTA’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by DELTA or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have outstanding loans from DELTA or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Scheduleas Previously Disclosed, neither DELTA CWBC nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA CWBC or any of its Subsidiaries to indemnification from DELTA or any of its SubsidiariesCWBC, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $3,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or guaranty of any liability lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CWBC or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (HF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of DELTA CWBC or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $5,000 100,000 or more in any single case or $30,000 250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $5,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CWBC or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $5,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by DELTA CWBC or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by DELTA CWBC or any of its Subsidiaries or limits the freedom of DELTA CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation CWBC or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires DELTA CWBC or any of its Subsidiaries to offer specified products or services to its BN 79011068v1 their customers or depositors on a priority or exclusive basis, (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CWBC or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CWBC or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits DELTA CWBC or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CWBC Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each CWBC Material Contract is valid and binding on CWBC or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation the Knowledge of the other parties thereto, enforceable against DELTA CWBC or its Subsidiaries, is valid and to DELTA’s Knowledge, binding on the other parties Parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA Neither CWBC and its Subsidiaries (as applicable) have performedSubsidiaries, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries nor, to DELTA’s Knowledgethe Knowledge of CWBC and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CWBC Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by DELTA CWBC or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have All outstanding loans from DELTA CWBC or any of its SubsidiariesSubsidiaries to their respective officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Central Valley Community Bancorp)
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Scheduleas Previously Disclosed, neither DELTA CVCY nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA CVCY or any of its Subsidiaries to indemnification from DELTA or any of its SubsidiariesCVCY, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $3,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness for borrowed money, whether as BN 79011068v1 borrower or guaranty of any liability lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CVCY or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (HF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of DELTA CVCY or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $5,000 100,000 or more in any single case or $30,000 250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $5,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CVCY or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $5,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by DELTA CVCY or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by DELTA CVCY or any of its Subsidiaries or limits the freedom of DELTA CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation CVCY or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires DELTA CVCY or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CVCY or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CVCY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CWBC or Community West Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits DELTA CVCY or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CVCY Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each CVCY Material Contract is valid and binding on CVCY or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation the Knowledge of the other parties thereto, enforceable against DELTA CVCY or its Subsidiaries, is valid and to DELTA’s Knowledge, binding on the other parties Parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA Neither CVCY and its Subsidiaries (as applicable) have performedSubsidiaries, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries nor, to DELTA’s Knowledgethe Knowledge of CVCY and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CVCY Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by DELTA CVCY or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have All outstanding loans from DELTA CVCY or any of its SubsidiariesSubsidiaries to their respective officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Central Valley Community Bancorp)
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Scheduleas Previously Disclosed, neither DELTA CVCY nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA CVCY or any of its Subsidiaries to indemnification from DELTA or any of its SubsidiariesCVCY, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $3,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or guaranty of any liability lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CVCY or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (HF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of DELTA CVCY or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $5,000 100,000 or more in any single case or $30,000 250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $5,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CVCY or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $5,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by DELTA CVCY or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by DELTA CVCY or any of its Subsidiaries or limits the freedom of DELTA CVCY or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation CVCY or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires DELTA CVCY or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CVCY or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CVCY or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CWBC or Community West Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits DELTA CVCY or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CVCY Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each CVCY Material Contract is valid and binding on CVCY or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation the Knowledge of the other parties thereto, enforceable against DELTA CVCY or its Subsidiaries, is valid and to DELTA’s Knowledge, binding on the other parties Parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA Neither CVCY and its Subsidiaries (as applicable) have performedSubsidiaries, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries nor, to DELTA’s Knowledgethe Knowledge of CVCY and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CVCY Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by DELTA CVCY or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have All outstanding loans from DELTA CVCY or any of its SubsidiariesSubsidiaries to their respective officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization and Merger (Community West Bancshares /)
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTASCB’s Disclosure Schedule, neither DELTA SCB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of DELTA SCB or any of its Subsidiaries to indemnification from DELTA SCB or any of its Subsidiaries, (C) which provides for the payment by DELTA SCB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA SCB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $3,000 50,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of DELTA SCB or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $5,000 100,000 or more in any single case or $30,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $5,000 50,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $5,000 50,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by DELTA SCB or any of its Subsidiaries, (N) which materially restricts the conduct of any business by DELTA SCB or any of its Subsidiaries or limits the freedom of DELTA SCB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires DELTA SCB or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits DELTA SCB or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTASCB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTASCB’s and DELTA Security Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M PPBI as of the date hereof.
(ii) Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA SCB or its Subsidiaries and, to DELTASCB’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against DELTA SCB or its Subsidiaries, and to DELTASCB’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA SCB and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA SCB or its Subsidiaries nor, to DELTASCB’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by DELTA SCB or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTASCB’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA SCB Common Stock and executive officers and directors of DELTA SCB and its Subsidiaries who have outstanding loans from DELTA SCB or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedulethis Agreement, neither DELTA it nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (Ai) with respect to that is a “material contract” within the employment meaning of any Item 601(b)(10) of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultantsSEC’s Regulation S-K, (Bii) which would entitle that restricts or limits in any present or former director, officer, employee, independent contractor, consultant or agent way the conduct of DELTA business by it or any of its Subsidiaries to indemnification from DELTA (including without limitation a non-compete or any of its Subsidiariessimilar provision), (Ciii) which provides for that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $25,000 per year (other than any such contracts which are terminable by DELTA it or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the without any required payment or value other conditions, other than the condition of more than $3,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreementnotice), (Giv) which that relates to the incurrence of indebtedness by it or guaranty any of any liability its Subsidiaries (other than deposit liabilities, advances and loans from the FHLB, Federal Home Loan Bank of Atlanta and sales of securities subject sold under agreements to repurchase, in each case, case incurred in the ordinary course of businessbusiness consistent with past practice), (Hv) which that grants any Person a right of first refusal, right of first offer or similar right with respect to any material propertiesassets, rights, assets rights or businesses properties of DELTA it or any of its Subsidiaries, (Ivi) which that involves the purchase or sale of assets with a purchase price of $5,000 50,000 or more in any single case or $30,000 100,000 or more in all such cases, cases (other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $5,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $5,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by DELTA or any of its Subsidiaries, (N) which materially restricts the conduct of any business by DELTA or any of its Subsidiaries or limits the freedom of DELTA or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires DELTA or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (Ovii) which that is with respect to, or otherwise commits DELTA it or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”)foregoing. Except as set forth in Section 5.03(k)(i) Neither it nor any of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each of the Material Contracts its Subsidiaries is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against DELTA or its Subsidiaries, and to DELTA’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries nor, to DELTA’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are it is a party, by which their its respective assets, business, or operations may be bound or affected, or under which their it or its respective assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by DELTA or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have outstanding loans from DELTA or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Material Contracts; Defaults. (i) Except for documents set Set forth in Section 5.03(k)(i3.3(i)(i) of DELTAPBVA’s Disclosure ScheduleLetter is a list that includes each of the following agreements, neither DELTA nor contracts, arrangements, commitments or understandings (whether written or oral) that PBVA or any of its Subsidiaries is a party to, bound by or subject to any agreement(each, contract, arrangement, commitment or understanding (whether written or oral) a “PBVA Material Contract”): (A) with respect to the employment of an officer or director or engagement of a consultant, including any of its directorsemployment, officersseverance, employeestermination, consulting or with regards to the provision of services similar to those provided by an employee, independent contractors or consultantsretirement agreement, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA PBVA or any of its Subsidiaries to indemnification from DELTA PBVA or any of its Subsidiaries, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 sixty (60) days or less notice and either (1) involving the payment or value of more than $3,000 25,000 per annumyear or (2) has a termination fee, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HF) which grants any Person person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of DELTA PBVA or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $5,000 100,000 or more in any single case or $30,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves provides for the payment by PBVA or any of $5,000 or more its Subsidiaries of payments upon a change in annual feescontrol thereof, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $5,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (MI) which is a lease for any real or material personal property owned or presently used by DELTA PBVA or any of its Subsidiaries or which involves the acquisition or disposition of any real property, (J) involves Intellectual Property (as defined herein) (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (NK) which materially restricts the conduct of any business by DELTA PBVA or any of its Subsidiaries or limits the freedom of DELTA PBVA or any of its Subsidiaries to engage in any line of business in any geographic area (or to PBVA’s Knowledge would so restrict the Surviving Corporation CFFI or C&F Bank or any of its Affiliates affiliates after consummation of the TransactionMerger) or which requires exclusive referrals of business or requires DELTA PBVA or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that prohibits or materially restricts the conduct of business by it or to the Knowledge of PBVA, any of its Subsidiaries or any of its personnel in PBVA’s geographic area or its or their ability to compete in any PBVA line of business, or (OM) which is with respect to, or otherwise commits DELTA PBVA or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereofforegoing.
(ii) Each PBVA Material Contract is valid and binding on PBVA or the respective Subsidiary of the Material Contracts PBVA and is in full force and effect (other than due to the ordinary expiration thereof) ), and to the Knowledge of PBVA is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation of on the other parties thereto. Neither PBVA nor any of its Subsidiaries is, enforceable against DELTA or its Subsidiariesand, and to DELTA’s Knowledgethe Knowledge of PBVA, the no other parties theretoparty thereto is, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries nor, to DELTA’s Knowledge, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are it is a party, by which their respective its assets, business, business or operations may be bound or affected, or under which their it or its respective assets, business, business or operations receives benefitsbenefits which is reasonably likely to have a Material Adverse Effect, and to the Knowledge of PBVA there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by DELTA or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have outstanding loans from DELTA or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (C & F Financial Corp)
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Scheduleas Previously Disclosed, neither DELTA MNHN, Manhattan nor any of its Subsidiaries other MNHN Subsidiary is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employeesemployees or consultants that cannot be terminated at will by MNHN, Manhattan or with regards to the provision a MNHN Subsidiary upon thirty (30) days written notice and without a payment in excess of services similar to those provided by an employee, independent contractors or consultants$50,000, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA or any of its Subsidiaries such entity to indemnification from DELTA any such entity, other than as provided under applicable law or any of its Subsidiariespursuant to bylaw provisions, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $3,000 50,000 per annum, (FE) which is with or to a labor union or guild (including any collective bargaining agreement), (GF) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of DELTA MNHN, Manhattan or any of its Subsidiariesother MNHN Subsidiary, (IH) which involves the purchase or sale of assets with a purchase price of $5,000 50,000 or more in any single case or $30,000 100,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $5,000 50,000 or more in annual fees, (KJ) which relates to provides for the settlement payment by MNHN, Manhattan or any other resolution MNHN Subsidiary of any legal proceeding in an amount in excess payments upon a change of $5,000 and that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MK) which is a lease for any real or material personal property owned or presently used by DELTA MNHN, Manhattan or any of its Subsidiariesother MNHN Subsidiary, (NL) which materially restricts the conduct of any business by DELTA MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary or limits the freedom of DELTA MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation MNHN, Manhattan or any of its Affiliates other MNHN Subsidiary after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires DELTA MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OM) which is with respect to, or otherwise commits DELTA MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each of the Material Contracts Contract is valid and binding on MNHN, Manhattan or any other MNHN Subsidiary which is a party to such Material Contract and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of MNHN and Manhattan, is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation of on the other parties thereto, enforceable against DELTA or its Subsidiaries, and to DELTA’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries MNHN, Manhattan nor any other MNHN Subsidiary, nor, to DELTA’s Knowledgethe knowledge of MNHN and Manhattan, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are it is a party, by which their respective its assets, business, or operations may be bound or affected, or under which their it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by DELTA MNHN or any of its Subsidiaries Manhattan is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent All outstanding loans from Manhattan to its officers and directors or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who Affiliates have outstanding loans from DELTA or any of its Subsidiariesbeen Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Manhattan Bancorp)
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Scheduleas Previously Disclosed, neither DELTA PBB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA PBB or any of its Subsidiaries to indemnification from DELTA PBB or any of its Subsidiaries, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $3,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (HF) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of DELTA PBB or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $5,000 50,000 or more in any single case or $30,000 100,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $5,000 50,000 or more in annual fees, (KI) which relates to provides for the settlement payment by PBB or other resolution any of any legal proceeding in an amount in excess its Subsidiaries of $5,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by DELTA PBB or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by DELTA PBB or any of its Subsidiaries or limits the freedom of DELTA PBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation PBB or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires DELTA PBB or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (OM) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits DELTA PBB or any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each of the Material Contracts Contract is valid and binding on PBB or its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and and, to the knowledge of PBB or its Subsidiaries, is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation of on the other parties thereto, enforceable against DELTA or its Subsidiaries, and to DELTA’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws . None of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA PBB and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries noror, to DELTA’s Knowledgethe knowledge of PBB and its Subsidiaries, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by DELTA PBB or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have All outstanding loans from DELTA PBB or any of its SubsidiariesSubsidiaries to their respective officers and directors have been Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Scheduleas Previously Disclosed, neither DELTA CWBC nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA CWBC or any of its Subsidiaries to indemnification from DELTA or any of its SubsidiariesCWBC, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice without penalty or other fee and involving the payment or value of more than $3,000 100,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or guaranty of any liability lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of CWBC or any of its Subsidiaries or the guaranty of the indebtedness of another Person, (HF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of DELTA CWBC or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $5,000 100,000 or more in any single case or $30,000 250,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $5,000 100,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CWBC or other resolution any of its Subsidiaries (or any legal proceeding in an amount in excess successor) of $5,000 and that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by DELTA CWBC or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by DELTA CWBC or any of its Subsidiaries or limits the freedom of DELTA CWBC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation CWBC or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires DELTA CWBC or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that relates to Proprietary Rights, (M) contains any provision that requires the purchase of all of CWBC or any of its Subsidiaries’ requirements for a given product or service from a given third party, or obligates CWBC or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits DELTA CWBC or any of its Subsidiaries to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “CWBC Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each CWBC Material Contract is valid and binding on CWBC or any of the Material Contracts its Subsidiaries and is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation the Knowledge of the other parties thereto, enforceable against DELTA CWBC or its Subsidiaries, is valid and to DELTA’s Knowledge, binding on the other parties Parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA Neither CWBC and its Subsidiaries (as applicable) have performedSubsidiaries, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries nor, to DELTA’s Knowledgethe Knowledge of CWBC and its Subsidiaries, any other parties Parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, CWBC Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by DELTA CWBC or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA Common Stock and executive officers and directors of DELTA and its Subsidiaries who have All outstanding loans from DELTA CWBC or any of its SubsidiariesSubsidiaries to their respective officers and directors have been Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization and Merger (Community West Bancshares /)
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i5.03(k) of DELTAIDPK’s Disclosure Schedule, neither DELTA IDPK nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of DELTA IDPK or any of its Subsidiaries to indemnification from DELTA IDPK or any of its Subsidiaries, (C) which provides for the payment by DELTA IDPK or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA IDPK or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $3,000 25,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of DELTA IDPK or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $5,000 100,000 or more in any single case or $30,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $5,000 25,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $5,000 25,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by DELTA IDPK or any of its Subsidiaries, (N) which materially restricts the conduct of any business by DELTA IDPK or any of its Subsidiaries or limits the freedom of DELTA IDPK or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires DELTA IDPK or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits DELTA or any of its Subsidiaries IDPK to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTAIDPK’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTAIDPK’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M PPBI as of the date hereof.
(ii) Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA IDPK or its Subsidiaries and, to DELTA’s Knowledgethe Knowledge of IDPK, is a valid and binding obligation of the other parties thereto, enforceable against DELTA or IDPK and its SubsidiariesSubsidiaries (as applicable), and to DELTA’s Knowledgethe Knowledge of IDPK, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA IDPK and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them it under each Material Contract. Neither DELTA IDPK or its Subsidiaries nor, to DELTA’s Knowledgethe Knowledge of IDPK, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by DELTA IDPK or any of its Subsidiaries is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTAIDPK’s Disclosure Schedule sets forth a schedule of all holders of five percent or more of DELTA IDPK Common Stock and executive officers and directors of DELTA IDPK and its Subsidiaries who have outstanding loans from DELTA IDPK or any of its Subsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of DELTA’s Disclosure Scheduleas Previously Disclosed, neither DELTA BFC nor any of its Subsidiaries BANK is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors employees or consultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of DELTA either BFC or any of its Subsidiaries BANK to indemnification from DELTA BFC or any of its SubsidiariesBANK, (C) which provides for the payment by DELTA or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving DELTA or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $3,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (HF) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of DELTA BFC or any of its SubsidiariesBANK, (IG) which involves the purchase or sale of assets with a purchase price of $5,000 50,000 or more in any single case or $30,000 50,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $5,000 50,000 or more in annual fees, (KI) which relates to provides for the settlement payment by BFC or other resolution BANK of any legal proceeding in an amount in excess payments upon a change of $5,000 and that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by DELTA BFC or any of its SubsidiariesBANK, (NK) which materially restricts the conduct of any business by DELTA BFC or any of its Subsidiaries BANK or limits the freedom of DELTA BFC or any of its Subsidiaries BANK to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation BFC or any of its Affiliates BANK after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires DELTA BFC or any of its Subsidiaries BANK to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OL) which is with respect to, or otherwise commits DELTA BFC or any of its Subsidiaries BANK to do, any of the foregoing, or (M) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of DELTA’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of DELTA’s and DELTA Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to F&M as of the date hereof.
(ii) Each To the knowledge of the BFC and BANK, each Material Contracts Contract is valid and binding on BFC and/or BANK and is in full force and effect (other than due to the ordinary expiration thereof) and is a valid and binding obligation of DELTA or its Subsidiaries and, to DELTA’s Knowledge, is a valid and binding obligation of on the other parties thereto. None of BFC, enforceable against DELTA or its Subsidiaries, and to DELTA’s Knowledge, the other parties thereto, in accordance with its terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). DELTA and its Subsidiaries (as applicable) have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither DELTA or its Subsidiaries norBANK or, to DELTA’s Knowledgethe knowledge of BFC and/or BANK, any other parties thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, by which their respective assets, business, or operations may be bound or affected, or under which their respective assets, business, or operations receives benefits, Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by DELTA BFC or any of its Subsidiaries BANK is currently outstanding. With respect to the Material Contracts, to DELTA’s Knowledge, no event has occurred, and no circumstance or condition exists that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) give any Person the right to declare a default or exercise any remedy under any Material Contract, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract.
(iii) Section 5.03(k)(iii) of DELTA’s Disclosure Schedule sets forth a schedule of all holders of five percent All outstanding loans from BFC or more of DELTA Common Stock and executive BANK to its officers and directors of DELTA and its Subsidiaries who have outstanding loans from DELTA or any of its Subsidiariesbeen Previously Disclosed, and except as Previously Disclosed, there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.
Appears in 1 contract
Sources: Merger Agreement (BayCom Corp)