ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Share Purchase Agreement
On
The Company is not acquiring Union Bank's
After the Closing, at a time to be specified by the Company, the Company will
merge Union Bank with and into
The completion of the Acquisition is subject to certain conditions, including,
among others, (1) the receipt of required governmental approvals and/or the
expiration of certain waiting periods, including approvals from the
Under the Purchase Agreement, Sellers have agreed to take or refrain from taking
certain actions, including, among others, (1) to cause Union Bank and its
subsidiaries (other than certain excluded subsidiaries that will be transferred
to Sellers prior to Closing), during the pre-closing period, to operate in the
ordinary course of business and to not engage in certain types of transactions,
with customary exceptions, including for response measures to the COVID-19
pandemic, (2) to use reasonable best efforts to obtain any necessary regulatory
approvals, (3) subject to certain exceptions, for the two-year period following
the Closing, to not (a) engage in any
Under the Purchase Agreement, the Company has agreed to take or refrain from taking certain actions, including, among others, (1) to use reasonable best efforts to obtain any necessary regulatory approvals and (2) subject to certain exceptions, to not solicit or hire certain employees retained by Sellers for one year following the Closing. Under the Purchase Agreement, Sellers and the Company have agreed to provide to the other certain transition services after the Closing.
The Purchase Agreement contains customary representations and warranties of Sellers and the Company. The Purchase Agreement also contains certain indemnification obligations of each party with respect to breaches of representations, warranties and covenants and certain other specified matters.
The Purchase Agreement contains certain termination rights for the Company and
Sellers, as the case may be, applicable upon, among other events, (i) the
Acquisition having not been completed on or prior to
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Purchase
Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this
report by reference. The Purchase Agreement and the above description of the
Purchase Agreement have been included to provide investors and security holders
with information regarding the terms of the Purchase Agreement. It is not
intended to provide any other factual information about the Company, Sellers or
their respective subsidiaries and affiliates. The Purchase Agreement contains
representations and warranties of each of the Company and Sellers made solely
for the benefit of the other. The assertions embodied in those representations
and warranties are qualified by information in confidential disclosure schedules
that the parties have exchanged in connection with signing the Purchase
Agreement. The disclosure schedules contain information that modifies, qualifies
and creates exceptions to the representations and warranties set forth in the
Purchase Agreement. In addition, such representations and warranties may apply
standards of materiality in a way that is different from what may be viewed as
material by security holders of, or other investors in, the Company or Sellers.
Moreover, the representations and warranties in the Purchase Agreement were used
for the purpose of allocating risk between the Company and Sellers and not
necessarily for establishing matters as fact, and information concerning the
subject matter of the representations, warranties and covenants may change after
the date of the Purchase Agreement, which subsequent information may or may not
be fully reflected in the parties' public disclosures. Security holders and
investors are not third-party beneficiaries under the Purchase Agreement.
Accordingly, you should read the representations and warranties in the Purchase
Agreement not in isolation but only in conjunction with the other information
about the Company and Sellers, or any of their respective subsidiaries or
affiliates that the respective companies include in reports, statements and
other filings they make with the
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. 2.1 Share Purchase Agreement, dated as ofSeptember 21, 2021 .* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*The schedules and similar attachments to this exhibit have been omitted
pursuant to Item 601(a)(5) of Regulation S-K.
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