Common use of Access; Information Clause in Contracts

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) all other information concerning its business, properties and personnel as Peoples may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Limestone Bancorp, Inc.), Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Limestone Bancorp, Inc.)

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Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone each of NB&T Financial and Peoples shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoplesthe other party, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples the other party (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) all other information concerning its business, properties and personnel as Peoples the other party may reasonably request, including periodic updates of the information provided in Section 5.01(hh5.03(ii). Limestone NB&T Financial shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone NB&T Financial Board (and committees thereof) and Limestone Bank NBTC board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of LimestoneNB&T Financial’s Boardor NBTC’s board, Limestone Bank’s board or any meeting at which Limestone NB&T Financial reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone NB&T Financial Board or Limestone Bank NBTC board, as applicable. Upon the reasonable request , or any meeting or part of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with a meeting at which the transactions contemplated by this AgreementAgreement are to be discussed. Neither Limestone NB&T Financial nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or Subsidiaries, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions , or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the preceding sentence applytransactions contemplated hereby or an Acquisition Proposed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nb&t Financial Group Inc), Agreement and Plan of Merger (Peoples Bancorp Inc)

Access; Information. (a) Upon FNBB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford TriCo and TriCo’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, other authorized representatives such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, minutes and records of the FNBB Board, the First National Bank Board and their respective committees, Tax Returns and work papers of independent auditors), systems, properties, bookspersonnel and advisors of FNBB and its Subsidiaries and to such other information relating to FNBB and its Subsidiaries as TriCo may reasonably request, contracts, commitments provided that TriCo shall coordinate any and recordsall meetings with FNBB personnel with one or more designated representatives of FNBB, and, during such period, Limestone shall, and FNBB shall cause its Subsidiaries to, make available furnish promptly to Peoples TriCo (i) a copy of each report, schedule, registration statement and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking banking, lending, securities, consumer finance or insurance laws, privacy laws and (ii) all other information concerning its the business, properties and personnel of FNBB and its Subsidiaries as Peoples TriCo may reasonably request. Notwithstanding the foregoing, including periodic updates of the information provided in Section 5.01(hh). Limestone FNBB shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall not be required to provide access to or to disclose information (x) included in any communications, memoranda or work product prepared by advisors to FNBB, or confidential reports, documents or minutes of meetings of the FNBB Board, its committees or its management personnel, or similar materials to the extent directly or indirectly substantially related to or prepared in connection with the Transaction and the rights and obligations of FNBB under this Agreement, or (y) where such access or disclosure would jeopardize the attorney-client privilege of FNBB or any other Person in possession or control of such party information (after giving due consideration to the existence of any common interest, joint defense or its Subsidiaries similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall , provided that in any such event, FNBB will cooperate in good faith with TriCo to make reasonably appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.

Appears in 2 contracts

Samples: Bank Merger Agreement (Trico Bancshares /), Bank Merger Agreement (FNB Bancorp/Ca/)

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone Comunibanc shall, and shall cause each of its Subsidiaries to, afford Representatives of PeoplesCivista, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone Comunibanc shall, and shall cause its Subsidiaries to, make available to Peoples Civista (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) all other information concerning its business, properties and personnel as Peoples Civista may reasonably request, including periodic updates of the information provided in Section 5.01(hh5.01(gg). Limestone Comunibanc shall invite allow one Representative of Peoples Civista selected by Peoples Civista from time to time to attend, solely as an observerobservers, all meetings of the Limestone Comunibanc Board (and committees thereof) and Limestone Xxxxx County Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Civista Representative be invited to or permitted to attend any executive session of LimestoneComunibanc’s Board, Limestone Xxxxx County Bank’s board or any meeting at which Limestone Comunibanc reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Comunibanc Board, Xxxxx County Bank board, as applicable. Upon the reasonable request of LimestoneComunibanc, Peoples Civista shall furnish such reasonable information about it and its business as is relevant to Limestone Comunibanc and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Comunibanc nor PeoplesCivista, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Civista Bancshares, Inc.)

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Access; Information. (a) Upon reasonable notice and subject to applicable laws and regulations relating to the exchange of information, Limestone CNNB shall, and shall cause each of its Subsidiaries to, afford Representatives of PeoplesLCNB, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone CNNB shall, and shall cause its Subsidiaries to, make available to Peoples LCNB (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) all other information concerning its business, properties and personnel as Peoples LCNB may reasonably request, including periodic updates of the information provided in Section 5.01(hh5.01(gg). Limestone CNNB shall invite one Representative of Peoples LCNB selected by Peoples LCNB from time to time to attend, solely as an observer, all meetings of the Limestone CNNB Board (and committees thereof) and Limestone Bank Cincinnati Federal board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples LCNB Representative be invited to or permitted to attend any executive session of Limestone’s the CNNB Board, Limestone BankCincinnati Federal’s board or any meeting at which Limestone CNNB reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone CNNB Board or Limestone Bank Cincinnati Federal board, as applicable. Upon the reasonable request of LimestoneCNNB, Peoples LCNB shall furnish such reasonable information about it and its business as is relevant to Limestone CNNB and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone CNNB nor PeoplesLCNB, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute 48 disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone EFBI shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoples, LCNB reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone EFBI shall, and shall cause its Subsidiaries to, make available to Peoples LCNB (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) all other information concerning its business, properties and personnel as Peoples LCNB may reasonably request, including periodic updates of the information provided in Section 5.01(hh5.01(ff). Limestone EFBI shall invite one Representative of Peoples LCNB selected by Peoples LCNB from time to time to attend, solely as an observer, all meetings of the Limestone EFBI Board (and committees thereof) and Limestone Eagle Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples LCNB Representative be invited to or permitted to attend any executive session of Limestone’s the EFBI Board, Limestone Eagle Bank’s board or any meeting at which Limestone EFBI reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone EFBI Board or Limestone Eagle Bank board, as applicable. Upon the reasonable request of LimestoneEFBI, Peoples LCNB shall furnish such reasonable information about it and its business as is relevant to Limestone EFBI and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone EFBI nor PeoplesLCNB, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

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