Further Transactions. (a) Ambanc continually evaluates possible acquisitions and may, prior to the Acquisition Merger Effective Time, enter into one or more agreements providing for, and may consummate the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Ambanc Common Stock. In addition, prior to the Acquisition Merger Effective Time, Ambanc may, depending on market conditions and other factors, otherwise determine to issue equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Ambanc will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any required consent or approval or the consummation of the transactions contemplated by this Agreement. (b) If Ambanc or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then in each such case, Ambanc or such successor or assign shall take such actions as shall be necessary for the successors or assigns of Ambanc to assume the obligations of Ambanc set forth in this Article IV.
Appears in 3 contracts
Sources: Reorganization and Merger Agreement (Afsala Bancorp Inc), Reorganization and Merger Agreement (Ambanc Holding Co Inc), Reorganization and Merger Agreement (Ambanc Holding Co Inc)