6 unchanged sentences
(“Meridian”) and Rockland Trust Company will acquire East Boston Savings Bank (the “Merger”).
−Removed: Completion of the Merger is subject to customary closing conditions, including, among others, (i) approval of the issuance of shares of the Company’s common stock pursuant to the Merger Agreement (the “Company share issuance”) and adoption and approval by Meridian’s stockholders of the Merger Agreement, (ii) authorization for listing on the Nasdaq Stock Market of the shares of the Company’s common stock to be issued in the Merger, subject to official notice of issuance, (iii) the receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks, the Massachusetts Housing Partnership Fund and the Depositors Insurance Fund, without the imposition of a burdensome condition, (iv) the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission by the Company in connection with the transactions contemplated by the Merger Agreement and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the transactions contemplated by the Merger Agreement or making them illegal.
+Added: Completion of the Merger is subject to customary closing conditions, including, among others, (i) authorization for listing on the Nasdaq Stock Market of the shares of the Company’s common stock to be issued in the Merger, subject to official notice of issuance, (ii) the receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks, the Massachusetts Housing Partnership Fund and the Depositors Insurance Fund, without the imposition of a burdensome condition, (iv) the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission by the Company in connection with the transactions contemplated by the Merger Agreement and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the transactions contemplated by the Merger Agreement or making them illegal.
Each party’s obligation to complete the Merger is also subject to additional customary conditions, including, subject to certain exceptions, the accuracy of the representations and warranties of the other party and the performance in all material respects by each party of its obligations under the Merger Agreement.
−Removed: The Merger Agreement provides certain termination rights for both the Company and Meridian, including that a termination fee of $44.2 million will be payable by either the Company or Meridian, as applicable, in connection with the termination of the Merger Agreement under certain circumstances.
+Added: The Merger Agreement provides certain termination rights for both the Company and Meridian.
If the Merger is not completed for any reason, the business of the Company may be adversely affected and, without realizing any of the benefits of having completed the Merger, the Company could be subject to a number of risks.
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• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
−Removed: • the risk that Meridian’s stockholders may not adopt and approve the Merger Agreement;
−Removed: • the risk that the Company’s shareholders may not approve the Company share issuance;
• the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated;
2 unchanged sentences
• material adverse changes in the Company’s or Meridian’s operations or earnings;
−Removed: • potential litigation in connection with the Merger.
+Added: • the outcome of litigation in connection with the Merger.
In addition, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.