Common use of Absence of Control Clause in Contracts

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto that neither Sub nor Company by reason of this Agreement shall be deemed (until consummation of the transactions contemplated hereby) to control, directly or indirectly, the other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Commerce Bancshares Inc /Mo/), Agreement and Plan of Merger (Commerce Bancshares Inc /Mo/), Agreement and Plan of Merger (Commerce Bancshares Inc /Mo/)

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Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Acquiror nor the Company by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Midland States Bancorp, Inc.), Agreement and Plan of Merger (County Bancorp, Inc.), Agreement and Plan of Merger (Midland States Bancorp, Inc.)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Merchants nor Company BDC by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyherein) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Merchants Bancorp), Agreement and Plan of Merger (Merchants Bancorp), Agreement and Plan of Merger (Merchants Bancorp)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub ONB nor Company TFC by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 2 contracts

Samples: Plan of Merger (Tower Financial Corp), Plan of Merger (Old National Bancorp /In/)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub ONB nor Company ICB by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Indiana Community Bancorp), Plan of Merger (Old National Bancorp /In/)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub ONB nor Company Monroe by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monroe Bancorp), Agreement and Plan of Merger (Old National Bancorp /In/)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto Parties to this Agreement that neither Sub Purchaser, the Corporation nor Company the Bank by reason of this Agreement shall be deemed (until consummation of the transactions contemplated hereby) to control, directly or indirectly, any other Party or the other party Bank and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any such other partyParty or the Bank.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (TriState Capital Holdings, Inc.), Preferred Stock Purchase Agreement (TriState Capital Holdings, Inc.)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto that Parties to this Agreement that, until the Closing, neither Sub Buyer nor the Company by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyMerger) to control, directly or indirectly, the other party Party or any of its respective subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyParty or any of its respective subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Associated Banc-Corp), Agreement and Plan of Merger (Bank Mutual Corp)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Acquiror nor Company by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MidWestOne Financial Group, Inc.), Agreement and Plan of Merger (QCR Holdings Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub nor the Company by reason of this Agreement shall not be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party Acquiror and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyAcquiror.

Appears in 2 contracts

Samples: Voting and Support Agreement (HMN Financial Inc), Voting and Support Agreement (HMN Financial Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Old National nor Company St. Jxxxxx by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyherein) to control, directly or indirectly, the other party or any of its respective subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Old National Bancorp /In/), Agreement and Plan of Reorganization (St Joseph Capital Corp)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub ONB nor Company LSB by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 2 contracts

Samples: Defined Terms (LSB Financial Corp), Agreement and Plan of Merger (Old National Bancorp /In/)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Centrue Financial nor Company ICB by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Centrue Financial Corp)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto that neither Sub nor Company Parent by reason of this Agreement shall be deemed not (until consummation of the transactions contemplated hereby) control, and shall not be deemed to control, directly or indirectly, the other party Company or any of its Subsidiaries (as defined in Section 8.03(c)) and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partythe Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northbay Financial Corp)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub nor Company none of Landmark, the Bank or First Capital by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyMerger) to control, directly or indirectly, the any other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any such other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landmark Bancorp Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Integra nor Company Prairie by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyherein) to control, directly or indirectly, the other party or any of its respective subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integra Bank Corp)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Horizon nor Company Heartland by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Horizon Bancorp /In/)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Horizon nor Company Peoples by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Mutual Termination of Employment Agreement (Horizon Bancorp /In/)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub nor Company Acquiror by reason of this Agreement shall not be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party Company and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyCompany.

Appears in 1 contract

Samples: Form of Voting Agreement (QCR Holdings Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither none of Acquiror, Merger Sub nor Company or Acquiror Bank by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the any other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any such other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midland States Bancorp, Inc.)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Acquirer nor Company KFI by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Old National Bancorp /In/)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub ONB nor Company Anchor by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Old National Bancorp /In/)

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Absence of Control. Subject to any specific provisions of this ------------------ Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Acquiror nor Company CGB&L by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cgb&l Financial Group Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub NWIN nor Company First Personal by reason of this Agreement shall be deemed (until consummation of the transactions contemplated hereby) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as defined in the introductory paragraphs to Article III and Article IV) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northwest Indiana Bancorp)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub nor Company none of Acquiror, AB&T, TrustBank or the Bank by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyMerger and the Branch Sale) to control, directly or indirectly, the any other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any such other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heartland Financial Usa Inc)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub First Capital nor Company Peoples by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyherein) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Capital Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Old Second nor Company HeritageBanc by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Old Second Bancorp Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub First Defiance nor Company United Community by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Defiance Financial Corp)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto that neither Sub nor Company Commerce by reason of this Agreement shall not be deemed (until consummation of the transactions contemplated hereby) to control, directly or indirectly, the other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commerce Bancshares Inc /Mo/)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub NWIN nor Company AJSB by reason of this Agreement shall be deemed (until consummation of the transactions contemplated hereby) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as defined in the introductory paragraphs to Article III and Article IV) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northwest Indiana Bancorp)

Absence of Control. Subject to any specific provisions of this the Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Buyer nor Company by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyherein) to control, directly or indirectly, the other party or any of the other party’s Subsidiaries and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party or the other party’s Subsidiaries.

Appears in 1 contract

Samples: Voting Agreement (Sunshine Bancorp, Inc.)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub MainSource nor Company MBT by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyhere) to control, directly or indirectly, the other party or any of its respective Subsidiaries (as such term is defined below) and shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mainsource Financial Group)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub Integra nor Company Peoples by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyherein) to control, directly or indirectly, the other party or any of its respective Subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other partyparty or any of its respective Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Community Bancorp Inc /Md/)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub nor Company none of Acquiror, Acquisition Bank or Seller by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the any other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any such other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Level One Bancorp Inc)

Absence of Control. Subject to any specific provisions of this Agreement, it is the intent of the parties hereto to this Agreement that neither Sub nor Company none of Acquiror, Acquisition Corp or Lotus by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herebyContemplated Transactions) to control, directly or indirectly, the any other party and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any such other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Level One Bancorp Inc)

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