Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement neither party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respect, (b) any of the conditions to the Merger set forth in Article VII not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National City Corp), Agreement and Plan of Merger (Fort Wayne National Corp), Agreement and Plan of Merger (National City Corp)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement this Agreement, neither party willParty shall, without the written consent of the other party Party (which consent will not be unreasonably withheld withheld, conditioned or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the this Agreement being or becoming untrue in any material respectuntrue, (b) any of the conditions to the Merger set forth in Article VII VIII below not being satisfied or (c) a material violation of any provision of the this Agreement except, in each case, as may be required by applicable lawLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Maf Bancorp Inc), Agreement and Plan of Merger (National City Corp), Agreement and Plan of Merger (Harbor Florida Bancshares Inc)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement Agreement, neither party will, without the written consent of the other party (which consent will not be unreasonably withheld withheld, conditioned or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respectuntrue, (b) any of the conditions to the Merger set forth in Article VII below not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wayne Bancorp Inc /Oh/), Agreement and Plan of Merger (National City Corp)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement this Agreement, neither party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respect, (b) any of the conditions to the Merger set forth in Article VII not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crestar Financial Corp), Stock Option Agreement (Suntrust Banks Inc)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement this Agreement, neither party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respect, (b) any of the conditions to the Merger set forth in Article VII not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law.. 5.20
Appears in 1 contract
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement Agreement, neither party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respectuntrue, (b) any of the conditions to the Merger set forth in Article VII below not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law.
Appears in 1 contract
Adverse Action. From the date hereof until the Effective Time, -------------- except as expressly contemplated by the Agreement Agreement, neither party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respectuntrue, (b) any of the conditions to the Merger set forth in Article VII below not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allegiant Bancorp Inc/Mo/)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement neither Agreement, no party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) parties knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respectuntrue, (b) any of the conditions to the Merger set forth in Article VII below not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law.
Appears in 1 contract
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement Agreement, neither party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respectuntrue, (b) any of the conditions to the Merger set forth in Article VII below not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Peoples Community Bancorp Inc /Md/)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by the Agreement neither party will, without the written consent of the other party (which consent will not be unreasonably withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in the Agreement being or becoming untrue in any material respect, (b) any of the conditions to the Merger set forth in Article VII not being satisfied or (c) a material violation of any provision of the Agreement except, in each case, as may be required by applicable law. VI.
Appears in 1 contract
