Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (b) 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 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 9 contracts
Sources: Merger Agreement (Sky Financial Group Inc), Merger Agreement (Sky Financial Group Inc), Merger Agreement (GLB Bancorp Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or (bii) 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 VII hereof 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 5 contracts
Sources: Merger Agreement (Camco Financial Corp), Merger Agreement (First Place Financial Corp /De/), Merger Agreement (First Place Financial Corp /De/)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or (bii) 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 VII not being satisfied or (iiiz) a material violation of any provision of this Agreement exceptAgreement, in each case, except as may be required by applicable law or regulation.
Appears in 5 contracts
Sources: Merger Agreement (First Community Bancshares Inc /Nv/), Merger Agreement (First Community Bancshares Inc /Nv/), Merger Agreement (Commercial Capital Bancorp Inc)
Adverse Actions. (aA) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; , or (bB) 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 VII VIII 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 4 contracts
Sources: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp), Merger Agreement (Bay State Bancorp Inc)
Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; or (bii) 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 VII not being satisfied 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 regulationlaw.
Appears in 4 contracts
Sources: Merger Agreement (Merrill Merchants Bancshares Inc), Merger Agreement (Union Bankshares Co/Me), Merger Agreement (Camden National Corp)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Parent Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 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 Parent Merger set forth in Article VII not being satisfied or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationLaw.
Appears in 4 contracts
Sources: Merger Agreement (Sky Financial Group Inc), Merger Agreement (Sky Financial Group Inc), Merger Agreement (Belmont Bancorp)
Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) 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 untrue, subject to the standard set forth in any material respect Section 6.02, at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII VIII 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; provided.
Appears in 3 contracts
Sources: Merger Agreement (Summit Financial Group Inc), Merger Agreement (Greater Atlantic Financial Corp), Agreement and Plan of Reorganization (Greater Atlantic Financial Corp)
Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) 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 untrue, subject to the standard set forth in any material respect Section 6.02, at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII VIII 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 3 contracts
Sources: Merger Agreement (Summit Financial Group Inc), Merger Agreement (Greater Atlantic Financial Corp), Agreement and Plan of Reorganization (Greater Atlantic Financial Corp)
Adverse Actions. (ai) Take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or .
(bii) knowingly Knowingly take any action not otherwise specifically permitted by this Agreement 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 VII not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 3 contracts
Sources: Merger Agreement (Scripps Financial Corp), Merger Agreement (Us Bancorp \De\), Merger Agreement (Western Bancorp)
Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; or (bii) 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 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 regulationAgreement.
Appears in 3 contracts
Sources: Merger Agreement (CNB Financial Corp/Pa), Merger Agreement (NBT Bancorp Inc), Merger Agreement (Alliance Financial Corp /Ny/)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or (bii) 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 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 VII not being satisfied or (iiiC) a material violation of any provision of this Agreement exceptAgreement, in each case, except as may be required by applicable law or regulation.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Old Point Financial Corp), Merger Agreement (Eastern Virginia Bankshares Inc), Merger Agreement (First Community Bancshares Inc /Nv/)
Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) 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 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 2 contracts
Sources: Merger Agreement (Wachovia Corp/ Nc), Merger Agreement (Jefferson Bankshares Inc)
Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) 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 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 2 contracts
Sources: Merger Agreement (Peoples Community Bancorp Inc /Md/), Merger Agreement (First Citizens Banc Corp /Oh)
Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) 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 VII VIII 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
Sources: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Merger Agreement (Premier Community Bankshares Inc)
Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the CodeCode or qualifying for pooling-of-interests accounting treatment; or (b) 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 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.; or
Appears in 2 contracts
Sources: Merger Agreement (Ahmanson H F & Co /De/), Merger Agreement (Washington Mutual Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or (bii) knowingly take any action that is intended or is reasonably likely to result in (iA) any of its their 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 VII not being satisfied or (iiiC) a material violation of any provision of this Agreement exceptAgreement, in each case, except as may be required by applicable law or regulation.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Old Point Financial Corp), Merger Agreement (Eastern Virginia Bankshares Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 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 VII VI not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.Agreement;
Appears in 2 contracts
Sources: Merger Agreement (FNB United Corp.), Merger Agreement (Bank of Granite Corp)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; , or (bii) knowingly take any action that is intended or is reasonably likely to result in (i1) 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, (ii2) any of the conditions to the Merger set forth in Article VII not being satisfied satisfied, or (iii3) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationLaw.
Appears in 2 contracts
Sources: Merger Agreement (Midwest Banc Holdings Inc), Merger Agreement (Midwest Banc Holdings Inc)
Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; , or (bii) 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 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 regulationAgreement.
Appears in 2 contracts
Sources: Merger Agreement (PCSB Financial Corp), Merger Agreement (Brookline Bancorp Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a368(a)(1)(A) of the Code; Code or (bii) 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 VII VIII not being satisfied or (iiiz) a material violation of any provision of this Agreement exceptAgreement, in each case, except as may be required by applicable law Law or regulation.
Appears in 2 contracts
Sources: Merger Agreement (Procentury Corp), Merger Agreement (Meadowbrook Insurance Group Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Parent Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 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 Parent Merger set forth in Article ARTICLE VII not being satisfied satisfied, or (iiiC) 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
Sources: Merger Agreement (S&t Bancorp Inc), Merger Agreement (S&t Bancorp Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or (bii) 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 VII hereof not being satisfied or (iiiz) a material violation of any provision of this Agreement exceptAgreement, in each case, except as may be required by applicable law or regulation.
Appears in 2 contracts
Sources: Merger Agreement (First Place Financial Corp /De/), Merger Agreement (Franklin Bancorp Inc Mi)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) knowingly take any action that is intended or is reasonably likely to result in (iI) 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, (iiII) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiIII) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 2 contracts
Sources: Merger Agreement (CSB Bancorp Inc /Oh), Merger Agreement (Nb&t Financial Group Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Parent Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 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 Parent Merger set forth in Article ARTICLE VII not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law Law or regulationby any Regulatory Authority.
Appears in 2 contracts
Sources: Merger Agreement (Customers Bancorp, Inc.), Merger Agreement (CMS Bancorp, Inc.)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Parent Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 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 VII not being satisfied satisfied, or (iiiC) 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
Sources: Merger Agreement (S&t Bancorp Inc), Merger Agreement (Ibt Bancorp Inc)
Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 VII not being satisfied 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 regulationlaw.
Appears in 2 contracts
Sources: Merger Agreement (Boston Private Financial Holdings Inc), Merger Agreement (Chittenden Corp /Vt/)
Adverse Actions. (a1) Take any action while knowing that such --------------- action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (b2) 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 Agreement Plan 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 VII VI not being satisfied or (iiic) a material violation of any provision of this Agreement Plan except, in each case, as may be required by applicable law or regulation.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Everen Capital Corp), Merger Agreement (Everen Capital Corp)
Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; or (bii) 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 ARTICLE 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 regulationAgreement.
Appears in 2 contracts
Sources: Merger Agreement (DCB Financial Corp), Merger Agreement (First Commonwealth Financial Corp /Pa/)
Adverse Actions. (a) Take Agree, commit or take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (b) 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 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 Law or regulation.by any Governmental Authority or Regulatory Authority; or
Appears in 2 contracts
Sources: Merger Agreement (Park National Corp /Oh/), Merger Agreement (Vision Bancshares Inc)
Adverse Actions. (a1) Take any action while knowing that such action would, or is reasonably likely to, to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b2) 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 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 VII not being satisfied or (iiiC) a material violation breach of any provision of this Agreement Agreement; except, in each case, as may be required by applicable law or regulationlaw.
Appears in 2 contracts
Sources: Merger Agreement (Dime Bancorp Inc), Merger Agreement (Lakeview Financial Corp /Nj/)
Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger or Bank Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; or (bii) 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 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 VII not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Bar Harbor Bankshares), Merger Agreement (Bar Harbor Bankshares)
Adverse Actions. (a) Take Agree, commit or take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (b) 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 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 Law or regulationby any Governmental Authority or Regulatory Authority.
Appears in 2 contracts
Sources: Merger Agreement (Park National Corp /Oh/), Merger Agreement (Vision Bancshares Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a368(a)(1)(A) of the Code; Code or (bii) 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 VII VIII 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 Law or regulation.
Appears in 2 contracts
Sources: Merger Agreement (Procentury Corp), Merger Agreement (Meadowbrook Insurance Group Inc)
Adverse Actions. (ai) Take take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; , or (bii) knowingly take any action that is intended or is reasonably likely to result in (i1) 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, (ii2) any of the conditions to the Merger set forth in Article VII not being satisfied satisfied, or (iii3) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationLaw.
Appears in 2 contracts
Sources: Merger Agreement (Midwest Banc Holdings Inc), Merger Agreement (Midwest Banc Holdings Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, to --------------- prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (bii) 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 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 VII not being satisfied or (iiiC) a material violation breach of any provision of this Agreement Agreement; except, in each case, as may be required by applicable law or regulationlaw.
Appears in 1 contract
Sources: Agreement and Plan of Combination (Dime Bancorp Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the CodeIRC; or (bii) 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 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 VII not being satisfied or (iiiC) 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. (ai) Take any action while knowing that such action would, or is reasonably likely to, to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (bii) 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 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 VII not being satisfied satisfied; or (iiiC) 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. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; , or (bii) knowingly take any action that is intended or is reasonably likely to result in (i1) 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, (ii2) any of the conditions to the Merger set forth in Article VII not being satisfied satisfied, or (iii3) 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. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368(a) of the Code; or (bii) 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 VII not being satisfied 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 regulationlaw.
Appears in 1 contract
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) knowingly take any action that is intended or is reasonably likely to result in (iI) 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, (iiII) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiIII) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority; provided, however, that nothing contained herein shall limit the ability of NB&T to exercise its rights under the Voting Agreement.
Appears in 1 contract
Adverse Actions. (ai) Take any Knowingly take an action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; or (bii) 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 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 regulationAgreement.
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Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) knowingly take any action that is intended or is reasonably likely to result in (iI) 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, (iiII) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiIII) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation; provided, however, that nothing contained herein shall limit the ability of First Citizens to exercise its rights under the Voting Agreement.
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Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger Reorganization from qualifying as a reorganization "reorganization" within the meaning of Section 368(a) of the Code; or (bii) 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 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 Reorganization set forth in Article VII IX not being satisfied or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationlaw.
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Sources: Agreement and Plan of Reorganization (Business Bancorp /Ca/)
Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or (bii) 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 VII hereof 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.
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Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 Agreement being or becoming untrue in any material respect untrue, subject to Section 5.02, at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VII not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.
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Adverse Actions. (a) Take Knowingly take any action while knowing that such action would, or is reasonably likely to, to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) knowingly take any action that is intended or is reasonably likely to result in 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 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.
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Sources: Merger Agreement (Wachovia Corp/ Nc)
Adverse Actions. (a) Take Agree, commit or take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (b) 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 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 regulationregulation or Governmental or Regulatory Authority.
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Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) knowingly take any action that is intended or is reasonably likely to result in (iI) 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, (iiII) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiIII) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law Law or regulationby any Governmental Authority.
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Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Parent Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) 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 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 Parent Merger set forth in Article VII ARTICLE VIII not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law Law or regulationby any Regulatory Authority.
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Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (bii) 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 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 VII not being satisfied or (iiiC) a material violation breach of any provision of this Agreement Agreement; except, in each case, as may be required by applicable law or regulationlaw.
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Sources: Agreement and Plan of Combination (North American Mortgage Co)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or (bii) 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 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.
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Adverse Actions. Notwithstanding anything herein to the contrary, (a1) Take take, or knowingly omit to take, any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; Code or qualifying for pooling-of-interests accounting treatment or (b2) 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, (iiA) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiB) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.
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Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) knowingly take any action that is intended or is known to be 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 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.
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Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely reasonabl▇ ▇▇▇ely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) 368 of the Code; or (b) 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 VII VIII 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.
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Sources: Agreement and Plan of Reorganization (Summit Financial Group Inc)
Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) knowingly take any action that is intended or is reasonably likely to result in (iI) 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, (iiII) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiIII) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority; provided, however, that nothing contained herein shall limit the ability of CSB to exercise its rights under the Voting Agreement.
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Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (bii) knowingly take any action that is intended or is reasonably likely to result in (iI) 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, (iiII) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiIII) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.
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Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (b) 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 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 regulationregulation or Governmental or Regulatory Authority.
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