Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Bankwell Financial Group, Inc.), Agreement and Plan of Merger (Bankwell Financial Group, Inc.), Agreement and Plan of Merger (Sussex Bancorp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect materially inaccurate at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or satisfied, (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority, or (iv) a delay in the consummation of the transactions contemplated by this Agreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Civista Bancshares, Inc.), Agreement and Plan of Merger (Premier Financial Bancorp Inc), Agreement and Plan of Merger (Peoples Bancorp Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sb One Bancorp), Agreement and Plan of Merger (New Hampshire Thrift Bancshares Inc), Agreement and Plan of Merger (Cambridge Bancorp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Premier Financial Bancorp Inc), Agreement and Plan of Merger (Civista Bancshares, Inc.), Agreement and Plan of Merger (Peoples Bancorp Inc)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/), Shareholder Agreement (Americanwest Bancorporation), Agreement and Plan of Reorganization (FCB Bancorp)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of such that the conditions to the Merger set forth in Article VI VII would not being satisfied or (iii) a material violation of any provision of this Agreementbe satisfied, except, in each case, except as may be expressly required by applicable law or regulation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ubs Ag), Agreement and Plan of Merger (Ubs Preferred Funding Co LLC I)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or satisfied, (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationregulation or by a Bank Regulator or (iv) a material delay of the approval or completion of the Merger.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Salisbury Bancorp, Inc.), Agreement and Plan of Merger (HV Bancorp, Inc.), Agreement and Plan of Merger (HV Bancorp, Inc.)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Chicopee Bancorp, Inc.), Agreement and Plan of Merger (Bar Harbor Bankshares), Settlement Agreement (Westfield Financial Inc)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/), Shareholder Agreement (Americanwest Bancorporation), Agreement and Plan of Merger (East West Bancorp Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (LCNB Corp), Agreement and Plan of Merger (LCNB Corp)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (KNBT Bancorp Inc), Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (Banknorth Group Inc/Me)
Adverse Actions. Take any action or fail omit to take any action that is intended or is would reasonably be likely to result in (i) any of its the Company’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulationLaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Community Bancorp Inc), Agreement and Plan of Merger (First Community Bancorp /Ca/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or satisfied, (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationregulation or (iv) a material delay of the approval or completion of the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cambridge Bancorp), Voting Agreement (Cambridge Bancorp), Agreement and Plan of Merger (Cambridge Bancorp)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (LSB Corp), Agreement and Plan of Merger (Northeast Bancorp /Me/)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, except in each case, case as may be required by applicable law or regulation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (KNBT Bancorp Inc), Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any breach of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nb&t Financial Group Inc), Agreement and Plan of Merger (Peoples Bancorp Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each either case, except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commercial Capital Bancorp Inc), Shareholder Agreement (Cascade Financial Corp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bancorp Connecticut Inc), Shareholder Agreement (Banknorth Group Inc/Me)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Transaction set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/), Employment Agreement (First Community Bancshares Inc /Nv/)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i1) any of its representations and or warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, Time or (ii2) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreementsatisfied, except, in each case, as may be required by applicable law or regulationlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Piper Jaffray Companies Inc), Agreement and Plan of Merger (Us Bancorp \De\)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI V not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Slades Ferry Bancorp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Transaction set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/), Employment Agreement (First Community Bancshares Inc /Nv/)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI 7 not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Agreement of Merger (East West Bancorp Inc), Agreement and Plan of Merger (First Community Bancorp /Ca/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect materially inaccurate at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied or satisfied, (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority, or (D) a delay in the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nb&t Financial Group Inc), Agreement and Plan of Merger (Peoples Bancorp Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Consolidation set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement or the Stock Option Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Shareholder Agreement (Banknorth Group Inc/Me), Shareholder Agreement (Banknorth Group Inc/Me)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of covenant contained in this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Poage Bankshares, Inc.), Agreement and Plan of Merger (City Holding Co)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LCNB Corp), Agreement and Plan of Merger (United Bancshares Inc/Oh)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to which could result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (East West Bancorp Inc)
Adverse Actions. Take Knowingly take any action or fail to take any action --------------- that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, except in each case, case as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Merger Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI not being satisfied or (iiiC) a material violation breach of any provision of this Merger Agreement, ; except, in each case, as may be required by applicable law Law or regulationby any Governmental Authority.
Appears in 1 contract
Samples: Merger Agreement (Ii-Vi Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VIII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quantum FinTech Acquisition Corp)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Voting Agreement (Financial Security Assurance Holdings LTD/Ny/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.by any Governmental Authority;
Appears in 1 contract
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iiiz) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationlaw.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing Date, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Financial Mortgage Corp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its their respective representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing Date, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Financial Mortgage Corp)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, except in each case, case as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Shareholder Agreement (Willow Grove Bancorp Inc/New)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to (1) result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeDate, (ii2) result in any of the conditions to the Merger set forth in Article VI 6 not being materially satisfied or (iii3) result in a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Community Bankshares Inc)
Adverse Actions. Take any action or fail omit to take any action that is intended or is reasonably likely to would result in (i) any of the Company’s or any of its Subsidiaries’ representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Shareholder Agreement (Centennial Bank Holdings, Inc.)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Parent Merger Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premier Financial Bancorp Inc)
Adverse Actions. Take any action or fail omit to take any action that is intended or is reasonably likely to would result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Merger Effective TimeDate, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied on a timely basis or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulationLaw.
Appears in 1 contract
Samples: Plan of Merger and Merger Agreement (Floridian Financial Group Inc)
Adverse Actions. Take any action or fail omit to take any action action, or agree or commit to take or omit to take any action, that is intended or is reasonably likely to would result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Merger Effective TimeDate, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied on a timely basis; or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulationLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Florida Bank Group, Inc.)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement or Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. (a) Take any action or fail to take any action that is intended or is reasonably likely to which could result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI 7 not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me)
Adverse Actions. Take Knowingly take any action or fail to take any action --------------- that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. (i) Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI not being satisfied or (iiiz) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation; or (ii) enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this AgreementAgreement or the Agreement and Plan of Merger and Liquidation, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (MortgageIT Holdings, Inc.)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Shareholder Agreement (Willow Grove Bancorp Inc/New)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.set
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Hampshire Thrift Bancshares Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, Time or (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationsatisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Community Properties Trust)
Adverse Actions. Take any action or fail omit to take any action that is intended to, or is reasonably likely to result in in, (i) any of its the Company’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Bancshares Inc/Oh)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Consolidation set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Banknorth Group Inc/Me)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Timeeffective time of the Closing, (ii) any of the conditions to the Merger Closing set forth in Article VI VII not being satisfied or (iiiC) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law Law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing Date, (iiB) any of the conditions to the Merger set forth in Article VI not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulationLaw.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (NewStar Financial, Inc.)
Adverse Actions. Take any action or fail omit to take any action that is intended or is reasonably likely to would result in (i) any of its the Company’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Placer Sierra Bancshares)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take Knowingly take any action or fail omit to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationApplicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nationwide Financial Services Inc/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Shareholder Agreement (Pacific Premier Bancorp Inc)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is --------------- reasonably likely to (1) result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing, (ii2) result in any of the conditions to the Merger Purchase set forth in Article VI V not being satisfied or (iii3) result in a material --------- violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement, the Agreement of Merger or the Agreement and Plan of Merger and Liquidation, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger Transaction set forth in Article VI not being satisfied or (iiiz) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to which could result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI 7 not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
