Certain Material Changes. Except as specifically required, permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 2000, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any disposition by GBB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.
Appears in 1 contract
Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 20001998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or
(d) any disposition by GBB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.
Appears in 1 contract
Certain Material Changes. Except as specifically required, permitted ------------------------ or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 20001999, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB or its subsidiaries BOP or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basisBOP;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on BOP or that may involve a consolidated basisloss of more than $50,000 in excess of applicable insurance coverage;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; orBOP;
(d) any disposition by GBB BOP of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BOP; or
(e) any direct or indirect redemption, purchase or other acquisition by BOP of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on a consolidated basisor in respect of BOP Stock whether consisting of money, other personal property, real property or other things of value.
Appears in 1 contract
Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31June 30, 20001997, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(b) any Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(c) any Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or
(d) any Any disposition by GBB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Greater Bay Bancorp)
Certain Material Changes. Except as specifically required, permitted ------------------------ or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 20001998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB Coast or its subsidiaries CCB or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basisbasis or that may involve a loss of more than $50,000 in excess of applicable insurance coverage;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis; or;
(d) any disposition by GBB Coast or CCB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis; or
(e) any direct or indirect redemption, purchase or other acquisition by Coast or CCB of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Coast Stock whether consisting of money, other personal property, real property or other things of value (except for the payment of quarterly cash dividends of $0.08 per share to shareholders of record as of February 5, 1999, May 7, 1999, August 6, 1999 and November 4, 1999.
Appears in 1 contract
Certain Material Changes. Except as specifically required, permitted or ------------------------ effected by this Agreement or as disclosed in any GBB Filings, since December 31, 2000, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or
(d) any disposition by GBB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Greater Bay Bancorp)