Common use of Current Information Clause in Contracts

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority or any First Priority Subsidiary prior to the Effective Time; provided, however, neither Mid Penn nor First Priority shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Priority Financial Corp.), Agreement and Plan of Merger (Mid Penn Bancorp Inc)

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Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Univest Subsidiaries or First Priority the Fox Chase Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Univest Subsidiary or First Priority Fox Chase Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Univest and First Priority Fox Chase shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Fox Chase and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Fox Chase Subsidiaries, in accordance with applicable law, and First Priority Fox Chase shall give due consideration to Mid PennUnivest’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn Univest nor any Mid Penn Univest Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Fox Chase or any First Priority Fox Chase Subsidiary prior to the Effective Time; provided, however, that neither Mid Penn Univest nor First Priority Fox Chase shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fox Chase Bancorp Inc), Agreement and Plan of Merger (Univest Corp of Pennsylvania)

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Riverview Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Riverview Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Riverview shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Riverview and the First Priority Riverview Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority Riverview shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Riverview or any First Priority Riverview Subsidiary prior to the Effective Time; provided, however, neither Mid Penn nor First Priority Riverview shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mid Penn Bancorp Inc)

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Univest Subsidiaries or First Priority the Valley Green Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Univest Subsidiary or First Priority Valley Green Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Univest and First Priority Valley Green shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Valley Green and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Valley Green Subsidiaries, in accordance with applicable law, and First Priority Valley Green shall give due consideration to Mid PennUnivest’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn Univest nor any Mid Penn Univest Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Valley Green or any First Priority Valley Green Subsidiary prior to the Effective Time; provided, however, neither Mid Penn Univest nor First Priority Valley Green shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Univest Corp of Pennsylvania)

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority the Phoenix Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Phoenix Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Phoenix shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Phoenix and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Phoenix Subsidiaries, in accordance with applicable law, and First Priority Phoenix shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Phoenix or any First Priority Phoenix Subsidiary prior to the Effective Time; provided. Provided, however, neither Mid Penn nor First Priority Phoenix shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mid Penn Bancorp Inc)

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Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Scottdale shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority and the First Priority Subsidiaries Scottdale and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority Scottdale shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority or any First Priority Subsidiary Scottdale prior to the Effective Time; provided, however, neither Mid Penn nor First Priority Scottdale shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mid Penn Bancorp Inc)

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Subsidiaries or First Priority Brunswick Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Subsidiary or First Priority Brunswick Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn and First Priority Brunswick shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Brunswick and the First Priority Brunswick Subsidiaries and of Mid Penn and the Mid Penn Subsidiaries, in accordance with applicable law, and First Priority Brunswick shall give due consideration to Mid Penn’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn nor any Mid Penn Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Brunswick or any First Priority Brunswick Subsidiary prior to the Effective Time; , provided, however, neither Mid Penn nor First Priority Brunswick shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel, or violate any regulatory confidentiality requirements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mid Penn Bancorp Inc)

Current Information. (a) During the period from the date of this Agreement to the Effective Time, each party will cause one or more of its representatives to confer with representatives of the other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each party will promptly notify the other party of any material change in the normal course of its business or in the operation of the properties of such party or the Mid Penn Penns Xxxxx Subsidiaries or First Priority the Luzerne Subsidiaries, as applicable, and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party or any Mid Penn Penns Xxxxx Subsidiary or First Priority Luzerne Subsidiary, as applicable. Without limiting the foregoing, senior officers of Mid Penn Penns Xxxxx and First Priority Luzerne shall confer at the reasonable request of the other, and shall meet on a reasonably regular basis, to review the financial and operational affairs of First Priority Luzerne and the First Priority Subsidiaries and of Mid Penn and the Mid Penn Luzerne Subsidiaries, in accordance with applicable law, and First Priority Luzerne shall give due consideration to Mid Penn’s Penns Xxxxx’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Mid Penn Penns Xxxxx nor any Mid Penn Penns Xxxxx Subsidiary shall, under any circumstance, be permitted to exercise control of First Priority Luzerne or any First Priority Luzerne Subsidiary prior to the Effective Time; provided. Provided, however, neither Mid Penn Penns Xxxxx nor First Priority Luzerne shall be required to take any action that would provide access to or disclose information where such access or disclosure would, in such disclosing party’s reasonable judgment, violate or prejudice the rights, business interests, or confidences of any customer or other person or would result in the waiver by such disclosing party of the privilege protecting communications between such disclosing party and any of its legal counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penns Woods Bancorp Inc)

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