Common use of Adverse Actions Clause in Contracts

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of Cascade’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cascade Bancorp), Agreement and Plan of Merger (Cascade Bancorp), Agreement and Plan of Merger (Home Federal Bancorp, Inc.)

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Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of CascadeHome’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cascade Bancorp), Agreement and Plan of Merger (Home Federal Bancorp, Inc.), Agreement and Plan of Merger (Cascade Bancorp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of CascadeHome’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc.), Agreement and Plan of Merger (Banner Corp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of CascadeBanner’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Banner Corp), Agreement and Plan of Merger (Home Federal Bancorp, Inc.)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Cascade’s Anchor's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Anchor Bancorp), Agreement and Plan of Merger (Anchor Bancorp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Cascade’s Heritage's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Heritage Financial Corp /Wa/), Agreement and Plan of Merger (Heritage Financial Corp /Wa/)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of CascadeSeller’s representations and warranties set forth in Article III of this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.), Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of CascadeBuyer’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.), Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of CascadeHomeTrust’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Jefferson Bancshares Inc), Employment Agreement (HomeTrust Bancshares, Inc.)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of CascadeHomeTrust’s representations and warranties set forth in Article IV of this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

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

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of CascadeUniti’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BayCom Corp)

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Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of CascadeAnchor’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Washington Federal Inc)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Cascade’s MutualFirst's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mutualfirst Financial Inc)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Cascade’s Universal's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mutualfirst Financial Inc)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of CascadeHomeTrust’s representations and warranties set forth in Article IV of this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.. (d)

Appears in 1 contract

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

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of CascadeHeritage’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heritage Financial Corp /Wa/)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of CascadeValley’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heritage Financial Corp /Wa/)

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