No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Articles or the Company By-Laws or (b) under any material Contract to which it or any of its Subsidiaries is a party except, in each case, as contemplated by this Agreement and the Stock Option Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Centura Banks Inc), Agreement and Plan of Merger (Royal Bank of Canada \), Agreement and Plan of Merger (Eagle Bancshares Inc)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Articles or Constitutive Documents of the Company By-Laws or (b) under any material Contract to which it or any of its Subsidiaries is a party except, in each case, as Previously Disclosed or contemplated by this Agreement and the Stock Option Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flag Financial Corp), Agreement and Plan of Merger (Royal Bank of Canada \), Agreement and Plan of Merger (Admiralty Bancorp Inc)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Articles Certificate or the Company By-Laws or (b) under any material Contract agreement to which it or any of its Subsidiaries is a party except, in each case(except as expressly contemplated by the mandatory provisions under its stock option plans, as contemplated by this Agreement and the Stock Option Agreementapplicable).
Appears in 3 contracts
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co), Agreement and Plan of Merger (Dime Bancorp Inc), Dime Bancorp Inc
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering entry into of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and any other action or combination of actions, or any other transactions contemplated herebyby this Agreement, do not and will not result in the grant of any rights Rights to any person (a) under the Company Articles or Constitutive Documents of the Company By-Laws or any of its Affiliates or (b) under any material Contract agreement to which it the Company or any of its Subsidiaries Affiliates is a party except, in each case, as contemplated or by this Agreement and the Stock Option Agreementwhich they are bound or to which any of their respective properties are subject.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc)
No Rights Triggered. The Except as Previously Disclosed, the Company shall take all reasonable steps necessary necessary, if any, to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Articles or Constitutive Documents of the Company By-Laws or any of its Subsidiaries or (b) under any material Contract to which it the Company or any of its Subsidiaries is a party except, in each case, as contemplated by this Agreement and the Stock Option Agreementparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Bancorp \De\), Agreement and Plan of Merger (Piper Jaffray Companies Inc)
No Rights Triggered. The Company shall take all reasonable steps necessary neces sary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Articles Certificate or the Company By-Laws or (b) under any material Contract agreement to which it or any of its Subsidiaries is a party except, in each case(except as expressly contemplated by the mandatory provisions under its stock option plans, as contemplated by this Agreement and the Stock Option Agreementapplicable).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeview Financial Corp /Nj/)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering entry into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Articles or Constitutive Documents of the Company By-Laws or (b) under any material Contract to which it or any of its Subsidiaries the Company is a party except, in each case, as contemplated by this Agreement and the Stock Option Agreementor to which any of their respective properties are subject.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (MVB Financial Corp)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated herebyhereby or thereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Articles or Constitutive Documents of the Company By-Laws or (b) under any material Contract to which it or any of its Subsidiaries is a party except, in each case, as Previously Disclosed or contemplated by this Agreement and the Stock Option AgreementVoting Agreements.
Appears in 1 contract
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby and thereby, and any other action or combination of actions, or any other transactions contemplated herebyhereby or thereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Articles or the Company By-Laws Company’s Constituent Documents or (b) under any material Contract to which it the Company or any of its Subsidiaries is a party except, in each case, as Previously Disclosed or contemplated by this Agreement and the Stock Option AgreementVoting Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mid-State Bancshares)
No Rights Triggered. The Except as previously disclosed, the Company shall take all reasonable steps necessary necessary, if any, to ensure that the entering into of this Agreement and the Transaction-Related Agreements, and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated herebythereby, do not and will not result in the grant of any rights Rights to any person Person (a) under the Company Articles or limited liability company agreement of the Company By-Laws or any of the Subsidiaries or (b) under any material Contract to which it the Company or any of its the Subsidiaries is a party except, in each case, as contemplated by this Agreement and the Stock Option Agreementparty.
Appears in 1 contract
Samples: Contribution Agreement (Archipelago Holdings L L C)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions actions contemplated hereby, hereby do not and will not result in the grant of any rights Rights to any person (a1) under the Company Articles Certificate or the Company By-Laws laws, or (b2) under any material Contract to which it the Company or any of its Subsidiaries is a party except, in each case(except as expressly contemplated by the mandatory provisions under its stock option plans or Contracts effective as of the date hereof that have been Previously Disclosed, as contemplated by this Agreement and the Stock Option Agreementapplicable).
Appears in 1 contract
Samples: Agreement and Plan of Merger (McDonald & Co Investments Inc)
No Rights Triggered. The Company shall take all use its reasonable steps necessary best efforts to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result result, directly or indirectly, in the grant of any rights to any person (a) under the Company Articles or the Company By-Laws or (b) under any material Contract agreement to which it or any of its Subsidiaries subsidiaries is a party except, in each case, as contemplated by this Agreement and the Stock Option Agreementparty.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Disc Graphics Inc /De/)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Articles or Company Bylaws, except as disclosed in the Company By-Laws Disclosure Schedule or (b) under any material Contract to which it or any of its Subsidiaries is a party except, in each case, as contemplated by this Agreement and the Stock Option Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alabama National Bancorporation)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby and thereby, and any other action or combination of actions, or any other transactions contemplated herebyhereby or thereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Articles or the Company By-Laws Company's Constituent Documents or (b) under any material Contract to which it the Company or any of its Subsidiaries is a party except, in each case, as Previously Disclosed or contemplated by this Agreement and the Stock Option AgreementVoting Agreements.
Appears in 1 contract
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Articles Certificate or the Company By-Laws or (b) under any material Contract agreement to which it or any of its Subsidiaries is a party except, in each case(except as expressly contemplated by the mandatory provisions under its stock option plans, as contemplated by this Agreement and the Stock Option Agreement.applicable). 6.10
Appears in 1 contract
Samples: 2 Agreement (Dime Bancorp Inc)
No Rights Triggered. The Company shall take all use its reasonable steps necessary best efforts to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result result, directly or indirectly, in the grant of any rights to any person (a) under the Company Articles or the Company By-Laws or (b) under any material Contract agreement to which it or any of its Subsidiaries subsidiaries is a party except, in each case, as contemplated by this Agreement and the Stock Option Agreement.party. (u)
Appears in 1 contract
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering entry into of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and any other action or combination of actions, or any other transactions contemplated herebyby this Agreement, do not and will not result in the grant of any right to payment or of any rights to any person Person, except as required by this Agreement, (ai) under the charter or bylaws of Company Articles or the Company By-Laws comparable governing organizational documents of any of its Affiliates or (bii) under any material Contract to which it Company or any of its Subsidiaries Affiliates is a party except, in each case, as contemplated or by this Agreement and the Stock Option Agreementwhich they are bound or to which any of their respective properties are subject.
Appears in 1 contract
