Common use of No Adverse Developments Clause in Contracts

No Adverse Developments. (a) During the period from March 31, 1997 to the Effective Date, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company or the Bank taken as a whole, nor shall the Company or the Bank have sustained any material loss or damage to its properties, whether or not insured, which materially affects its ability to conduct its business; and (ii) none of the events described in clauses (a) through (f) of Section 6.16 of this Agreement shall have occurred, and each of the practices and conditions described in clauses (x) through (z) of that section shall have been maintained. (b) As of the Effective Date, the capital structure of the Company and the capital structure of the Bank shall be as stated in section 6.9. (c) As of the Effective Date, other than liabilities incurred in the ordinary course of business subsequent to December 31, 1996, there shall be no liabilities of the Company or the Bank which are material to the Company on a consolidated basis which were not reflected on the consolidated statement of condition of the Company as of December 31, 1996 or in the related notes to the consolidated statement of condition of the Company as of December 31, 1996. (d) No adverse action shall have been instituted or threatened by any governmental authority, or referred by a governmental authority to another governmental authority, for the enforcement or assessment of penalties for the violation of any laws of regulations relating to equal credit opportunity, fair housing, or fair lending. (e) Zions Bancorp shall have received a certificate dated the Effective Date, signed by the president and the chief financial officer of the Company and the president and the chief financial officer of the Bank, certifying to the matters set forth in paragraphs (a), (b), (c), and (d) of this section 4.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)

No Adverse Developments. (a) During the period from March 31September 30, 1997 1996 to the Effective Date, and except as necessary for the Company to comply with its obligations under Section 7.9 hereof, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company or the Bank Subsidiary Institutions taken as a whole, nor shall the Company or the Bank Subsidiary Institutions have sustained any material loss or damage to its their properties, whether or not insured, which materially affects its their ability to conduct its their business; and (ii) none of the events described in clauses (a) through (f) of Section 6.16 of this Agreement shall have occurred, and each of the practices and conditions described in clauses (x) through (z) of that section shall have been maintained. (b) As of the Effective Date, except as adjusted to account for issuances of Company Common Stock pursuant to the exercise of options described in section 6.9 of this Agreement, the capital structure of the Company and the capital structure of the Bank Subsidiary Institutions shall be as stated in section 6.9. (c) As of the Effective Date, other than liabilities incurred in the ordinary course of business subsequent to December 31September 30, 1996, there shall be no liabilities of the Company or the Bank Subsidiary Institutions which are material to the Company on a consolidated basis which were not reflected on the consolidated statement of condition of the Company as of December 31September 30, 1996 or in the related notes to the consolidated statement of condition of the Company as of December 31, 19961995. (d) No adverse action shall have been instituted or threatened by any governmental authority, or referred by a governmental authority to another governmental authority, for the enforcement or assessment of penalties for the violation of any laws of regulations relating to equal credit opportunity, fair housing, or fair lending. (e) Zions Bancorp shall have received a certificate dated the Effective Date, signed by the chairman and president and the chief financial officer of the Company and the president and the chief financial officer of the BankCompany, certifying to the matters set forth in paragraphs (a), (b), (c), and (d) of this section 4.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)

No Adverse Developments. (a) During the period from March December 31, 1997 1996 to the Effective Date, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company or the SS Bank taken as a whole, nor shall the Company or the SS Bank have sustained any material loss or damage to its properties, whether or not insured, which materially affects its ability to conduct its business; and (ii) none of the events described in clauses (a) through (f) of Section 6.16 of this Agreement shall have occurred, and each of the practices and conditions described in clauses (x) through (z) of that section shall have been maintained. (b) As of the Effective Date, except as adjusted to account for issuances of Company Common Stock pursuant to the exercise of options described in section 6.9 of this Agreement and the resale by the Company of shares of Company Common Stock held in the treasury on the date of this Agreement consistent with section 7.4(b) of this Agreement, the capital structure of the Company and the capital structure of the SS Bank shall be as stated in section 6.9. (c) As of the Effective Date, other than liabilities incurred in the ordinary course of business subsequent to December 31, 1996, there shall be no liabilities of the Company or the SS Bank which are material to the Company on a consolidated basis which were not reflected on the consolidated statement of condition of the Company as of December 31, 1996 or in the related notes to the consolidated statement of condition of the Company as of December 31, 1996. (d) No adverse action shall have been instituted or threatened by any governmental authority, or referred by a governmental authority to another governmental authority, for the enforcement or assessment of penalties for the violation of any laws of regulations relating to equal credit opportunity, fair housing, or fair lending. (e) Zions Bancorp shall have received a certificate dated the Effective Date, signed by the chairman and president and the chief financial officer of the Company and the chairman and president and the chief financial officer of the SS Bank, certifying to the matters set forth in paragraphs (a), (b), (c), and (d) of this section 4.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)

No Adverse Developments. (a) During the period from March 31September 30, 1997 to the Effective Date, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company or the Bank taken as a whole, nor shall the Company or the Bank have sustained any material loss or damage to its properties, whether or not insured, which materially affects its ability to conduct its business; and (ii) none of the events described in clauses (a) through (f) of Section 6.16 of this Agreement shall have occurred, and each of the practices and conditions described in clauses (x) through (z) of that section shall have been maintained. (b) As of the Effective Date, the capital structure of the Company and the capital structure of the Bank shall be as stated in section 6.9. (c) As of the Effective Date, other than liabilities incurred in the ordinary course of business subsequent to December 31, 1996, there shall be no liabilities of the Company or the Bank which are material to the Company on a consolidated basis which were not reflected on the consolidated statement of condition of the Company as of December 31, 1996 or in the related notes to the consolidated statement of condition of the Company as of December 31, 1996. (d) No adverse action shall have been instituted or threatened by any governmental authority, or referred by a governmental authority to another governmental authority, for the enforcement or assessment of penalties for the violation of any laws of regulations relating to equal credit opportunity, fair housing, or fair lending. (e) Zions Bancorp shall have received a certificate dated the Effective Date, signed by the president and the chief financial officer of the Company and the president and the chief financial officer of the Bank, certifying to the matters set forth in paragraphs (a), (b), (c), and (d) of this section 4.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)

No Adverse Developments. (a) During the period from March 31June 30, 1997 to the Effective Date, (i) there shall not have been any material adverse change in the financial position or results of operations of the Company or the Bank taken as a whole, nor shall the Company or the Bank have sustained any material loss or damage to its properties, whether or not insured, which materially affects its ability to conduct its business; and (ii) none of the events described in clauses (a) through (f) of Section 6.16 of this Agreement shall have occurred, and each of the practices and conditions described in clauses (x) through (z) of that section shall have been maintained. (b) As of the Effective Date, the capital structure of the Company and the capital structure of the Bank shall be as stated in section 6.9. (c) As of the Effective Date, other than liabilities incurred in the ordinary course of business subsequent to December 31, 1996, there shall be no liabilities of the Company or the Bank which are material to the Company on a consolidated basis which were not reflected on the consolidated statement of condition of the Company as of December 31, 1996 or in the related notes to the consolidated statement of condition of the Company as of December 31, 1996. (d) No adverse action shall have been instituted or threatened by any governmental authority, or referred by a governmental authority to another governmental authority, for the enforcement or assessment of penalties for the violation of any laws of regulations relating to equal credit opportunity, fair housing, or fair lending. (e) Zions Bancorp shall have received a certificate dated the Effective Date, signed by the president and the chief financial officer of the Company and the president and the chief financial officer of the Bank, certifying to the matters set forth in paragraphs (a), (b), (c), and (d) of this section 4.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)