No Regulatory Approval. By either First Place or Franklin upon written notice to the other party (i) 60 days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such Requisite Regulatory Approval, unless within the 60-day period following such denial or withdrawal a petition for rehearing or an amended application has been filed with the applicable Governmental Entity, provided, however, that no party shall have the right to terminate this Agreement pursuant to this Section 8.1(b)(i) hereof if such denial or request or recommendation for withdrawal shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein; (ii) if any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement; or (iii) there shall be a Burdensome Condition upon First Place, the Bank, Franklin or Franklin Bank.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (Franklin Bancorp Inc Mi)
No Regulatory Approval. By either First Place or Franklin Camco upon written notice to the other party Party (i) 60 days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such Requisite Regulatory Approval, unless within the 60-day period following such denial or withdrawal a petition for rehearing or an amended application has been filed with the applicable Governmental Entity, provided, however, that no party Party shall have the right to terminate this Agreement pursuant to this Section 8.1(b)(i) hereof if such denial or request or recommendation for withdrawal shall be due to the failure of the party Party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party Party set forth herein; (ii) if any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement; or (iii) there shall be a Burdensome Condition upon First Place, the Bank, Franklin Camco or Franklin Camco Bank.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Camco Financial Corp), Agreement and Plan of Merger (First Place Financial Corp /De/)
No Regulatory Approval. By either First Place Meadowbrook or Franklin ProCentury upon written notice to the other party Party (i) 60 twenty (20) business days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such Requisite Regulatory Approval, unless within the 60-twenty (20) business day period following such denial or withdrawal a petition for rehearing or an amended application has been filed with the applicable Governmental Entity, ; provided, however, that no party Party shall have the right to terminate this Agreement pursuant to this Section 8.1(b)(i9.1(b)(i) hereof if such denial or request or recommendation for withdrawal shall be due to the failure of the party Party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party Party set forth herein; (ii) if any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement; Agreement or (iii) there shall be a Burdensome Condition upon First PlaceMeadowbrook, the Bank, Franklin Merger Sub or Franklin Bank.ProCentury;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procentury Corp), Agreement and Plan of Merger (Meadowbrook Insurance Group Inc)
No Regulatory Approval. By either First Place BCB or Franklin Pamrapo upon written notice to the other party Party (i) 60 days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such Requisite Regulatory Approval, unless within the 60-day period following such denial or withdrawal a petition for rehearing or an amended application has been filed with the applicable Governmental Entity, provided, however, that no party Party shall have the right to terminate this Agreement pursuant to this Section 8.1(b)(i) hereof if such denial or request or recommendation for withdrawal shall be due to the failure of the party Party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party Party set forth herein; (ii) if any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement; or (iii) there shall be a Burdensome Condition upon First PlaceBCB, the Bank, Franklin Pamrapo or Franklin Pamrapo Bank.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BCB Bancorp Inc), Agreement and Plan of Merger (Pamrapo Bancorp Inc)
No Regulatory Approval. By either First Place or Franklin OC Financial upon written notice to the other party Party (i) 60 days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such Requisite Regulatory Approval, unless within the 60-day period following such denial or withdrawal a petition for rehearing or an amended application has been filed with the applicable Governmental Entity, providedPROVIDED, howeverHOWEVER, that no party Party shall have the right to terminate this Agreement pursuant to this Section 8.1(b)(i) hereof if such denial or request or recommendation for withdrawal shall be due to the failure of the party Party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party Party set forth herein; (ii) if any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement; or (iii) there shall be a Burdensome Condition upon First Place, the Bank, Franklin OC Financial or Franklin OC Bank.
Appears in 1 contract
