Previously Disclosed. The terms "Previously Disclosed to FCB" and "Previously Disclosed to 1st Financial" shall mean the disclosure of information by 1st Financial and Mountain 1st to FCB, or by FCB to 1st Financial and Mountain 1st, respectively, in a letter delivered prior to the date of the Original Agreement by the disclosing party(ies) to the other party(ies) specifically referring to the Original Agreement and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of the Original Agreement applicable thereto. Information shall be deemed to have been Previously Disclosed for the purpose of a given Paragraph, Subparagraph or item of this Agreement only if a specific reference to the corresponding Paragraph, Subparagraph or item in the Original Agreement is made by the disclosing party(ies) in its above letter.
Previously Disclosed. (a) The business of it and its subsidiaries will be conducted only in the ordinary and usual course and, to the extent consistent therewith, it and its subsidiaries will use all reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates and to take no action that would (1) adversely affect the ability of any of them to obtain any necessary approvals of Governmental Entities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the proviso to Section 7.1(b), (2) adversely affect its ability to perform its obligations under this Agreement or the Stock Option Agreements or (3) be reasonably likely to result in a Material Adverse Effect.
Previously Disclosed. Information. "Previously Disclosed" shall mean the disclosure of information in a disclosure schedule delivered by either Anson or Uwharrie, as the case may be, not later than the date hereof and which specifically refers to this Agreement and is arranged in paragraphs corresponding to the Paragraphs, subparagraphs and items of this Agreement applicable thereto. Information disclosed in a disclosure schedule described above shall be deemed to have been Previously Disclosed for the purpose of any given Paragraph, subparagraph or item of this Agreement only to the extent that information is expressly set forth in such party's disclosure schedule described above and that, in connection with such disclosure, a specific reference is made in the disclosure schedule to that Paragraph, subparagraph or item.
Previously Disclosed. The terms of the directors of the Continuing Corporation after the Effective Date shall be allocated, prior to the mailing of the Proxy Statement, so that, as nearly as practicable, the terms of the same number of persons designated as directors by CFF and by OVB, respectively, will expire in each applicable year. If prior to the Effective Date (i) any of the individuals named by either CFF or OVB to serve on the Board of Directors of the Continuing Corporation following the Effective Date becomes unable or unwilling to serve as a director of the Continuing Corporation, or (ii) either CFF or OVB determines to replace an individual named by such party to serve on the Board of Directors of the Continuing Corporation, the party that designated such individual may name a replacement to become a director of the Continuing Corporation after the Effective Date. For so long as David R. Alvord and John C. Motx xxxxx xxxxx xs Co-XXXx xx xxx Continuing Corporation, they shall also serve as Co-Chairs of the Board of Directors. The Board of Directors of the Continuing Bank following the Bank Merger shall be identical to members of the Continuing Corporation.
Previously Disclosed. The terms "Previously Disclosed to FCB" and "Previously Disclosed to Cordia" shall mean the disclosure of information by Cordia and BOV to FCB, or by FCB to Cordia and BOV, respectively, in, or in the case of lists of specified information or copies of documents being Previously Disclosed, as exhibits to, a written schedule (a "Disclosure Schedule") delivered prior to the date of this Agreement by the disclosing party(ies) to the other party(ies) specifically referring to this Agreement and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto. Information shall be deemed to have been Previously Disclosed in a Disclosure Schedule for the purpose of a given Paragraph, Subparagraph or item of this Agreement only if (x) the information is provided in the paragraph of the Disclosure Schedule corresponding to the relevant Paragraph, Subparagraph or item in this Agreement to which it applies, or (y) in the case of information that applies to more than one Paragraph, Subparagraph or item of this Agreement, if such information is provided once with respect to one such Paragraph, Subparagraph or item and that disclosure specifically references or cross-references to each other Paragraph, Subparagraph or item to which the information applies.
Previously Disclosed. (a) Each of the Community Entities has timely filed federal income tax returns for each year through December 31, 1995 and has timely filed all other material federal, state, local and foreign tax returns (including, without limitation, estimated tax returns, returns required under Sections 1441-1446 and 6031-6060 of the Code and the regulations thereunder and any comparable state, foreign and local laws, any other information returns, withholding tax returns, FICA and FUTA returns and back-up withholding returns required under Section 3406 of the Code and any comparable state, foreign and local laws) required to be filed with respect to the Community Entities. All taxes due in respect of the periods covered by such tax returns and for any subsequent periods have been paid or adequate reserves have been established for the payment of such taxes. As of the Closing Date, all material taxes due in respect of any subsequent periods ending on or prior to the Closing Date (or that portion of any period that is prior to the Closing Date) will have been paid or adequate reserves will have been established for the payment thereof. No (i) audit examination, (ii) deficiency or (iii) refund litigation with respect to any tax is pending. The Community Entities will not have any material liability for any taxes in excess of amounts paid or reserves or accruals established.
Previously Disclosed. “Previously Disclosed” means (i) information set forth in the Disclosure Schedule corresponding to the provision of this Agreement to which such information relates; provided that information which, on its face is reasonably apparent to a reader that it relates to another provision of this Agreement and (ii) information publicly disclosed by the Company in the SEC Reports filed by it with or furnished to the Commission and publicly available on or prior to the Closing Date (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are predictive or forward-looking in nature). Any certificate signed by any officer of the Company and delivered to each Placement Agent or to counsel for the Placement Agents in connection with the offering of the Shares shall be deemed a representation and warranty by the Company to each Placement Agent and the Investors as to the matters covered thereby.
Previously Disclosed. The terms “Previously Disclosed to FCB” and “Previously Disclosed to SFC” shall mean the disclosure of information by SFC and SNB to FCB and Bancorp, or by FCB and Bancorp to SFC, respectively, as of the last day of the calendar month immediately preceding the date of this Agreement or as of such other date as is specified herein, in the manner described in Paragraph 11.05 of this Agreement.
Previously Disclosed. To the best of the knowledge of Bancshares and Merchants, copies of all documents referred to in this Article III are true, correct and complete copies thereof and include all amendments, supplements and modifications thereto and all waivers thereunder.
Previously Disclosed. Prosperity is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) that would be considered a “material contract” of Prosperity within the meaning of Item 601(b)(10) of the Securities and Exchange Commission’s (the “SEC”) Regulation S-K if the Prosperity Common Stock was registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) that restricts the conduct of business by Prosperity of ability to compete in any line of business or (C) with respect to employment of an officer, director or consultant of Prosperity. To its Knowledge, Prosperity is not in default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.
