Common use of Derivative Transactions Clause in Contracts

Derivative Transactions. (i) Except as would not reasonably be expected to have a material adverse effect on the Company, all Derivative Transactions (as defined herein) entered into by the Company or any of its subsidiaries were entered into in accordance with applicable rules, regulations and policies of any regulatory authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and its subsidiaries, and were entered into with counter parties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions; and the Company and each of its subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Golden State Bancorp Inc), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Mafco Holdings Inc)

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Derivative Transactions. (ia) Except as would not reasonably be expected to have a material adverse effect on the Company, all All Derivative Transactions (as defined herein) entered into by the Company or any of its subsidiaries Subsidiaries or for the account of any of its customers were entered into in accordance with applicable rules, regulations and policies of any regulatory authorityGovernmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and or any of its subsidiariesSubsidiaries, and were entered into with counter parties counterparties believed at the time by Company or any of its Subsidiaries, as applicable, to be financially responsible and able to understand (either alone or in consultation with their its advisers) and to bear the risks of such Derivative Transactions; and the . Company and each of its subsidiaries Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledge’s Knowledge, there are no material breaches, violations violations, or defaults or allegations or assertions of such default by any party thereunderto the Derivative Transactions.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Independent Bank Corp)

Derivative Transactions. (ia) Except as would not reasonably be expected to have a material adverse effect on the Company, all All Derivative Transactions (as defined herein) entered into by the Company or any of its subsidiaries Subsidiaries or for the account of any of its customers were entered into in all material respects in accordance with applicable rules, regulations Laws and regulatory policies of any regulatory authorityGovernmental Authority, and in all material respects in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and or any of its subsidiariesSubsidiaries, and in all material respects were entered into with counter parties counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their its advisers) and to bear the risks of such Derivative Transactions; and the . Company and each of its subsidiaries Subsidiaries have duly performed all of their material obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledge’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (C1 Financial, Inc.), Agreement and Plan of Merger (Bank of the Ozarks Inc)

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any Company Subsidiary or for the account of any customers of Company or any Company Subsidiary were entered into (i) Except as would not reasonably be expected to have a material adverse effect on the Company, all Derivative Transactions (as defined herein) entered into by the Company or any of its subsidiaries were entered into in accordance in all material respects with applicable rulesLaw (including with respect to safety and soundness of banking practices), regulations and policies of any regulatory authority, and (ii) in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and its subsidiariesCompany Subsidiaries, and were entered into (iii) with counter parties counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their its advisers) and to bear the risks of such Derivative Transactions; and the . Company and each of its subsidiaries have duly Company Subsidiary has performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledge’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp)

Derivative Transactions. (i) Except as would not reasonably be expected to have a material adverse effect on the Company, all All Derivative Transactions (as defined herein) entered into by the Company Buyer or any of its subsidiaries Subsidiaries or for the account of any of its customers were entered into in accordance with applicable rules, regulations Laws and regulatory policies of any regulatory authorityGovernmental Authority, and were entered into in the Ordinary Course of Business and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and Buyer or any of its subsidiariesSubsidiaries, and were entered into with counter parties counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their its advisers) and to bear the risks of such Derivative Transactions; and the Company . Buyer and each of its subsidiaries Subsidiaries have duly performed in all material respects all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledgeBuyer’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp)

Derivative Transactions. (ia) Except as would not reasonably be expected to have a material adverse effect on the Company, all All Derivative Transactions (as defined hereinbelow) entered into by the Company or for the account of any of its subsidiaries customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any regulatory authorityGovernmental Entity, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and its subsidiariesCompany, and were entered into with counter parties counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions; and . The Company and, to the Company and knowledge of the Company, each of its subsidiaries the applicable counterparties, have duly performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the knowledge of the Company's knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 1 contract

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

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Derivative Transactions. (ia) Except as would not reasonably be expected to have a material adverse effect on the Company, all All Derivative Transactions (as defined herein) entered into by the Company or any of its subsidiaries Subsidiaries or for the account of any of its customers were entered into in accordance with prudent banking practices and applicable rules, regulations Laws and regulatory policies of any regulatory authorityGovernmental Authority, and were entered into in the Ordinary Course of Business and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and or any of its subsidiariesSubsidiaries, and were entered into with counter parties counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their its advisers) and to bear the risks of such Derivative Transactions; and the . Company and each of its subsidiaries Subsidiaries have duly performed all of their material obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledge’s Knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 1 contract

Samples: Voting Agreement (Sunshine Bancorp, Inc.)

Derivative Transactions. (a) All Derivative Transactions entered into by Company or any Company Subsidiary or for the account of any customers of Company or any Company Subsidiary were entered into (i) Except as would not reasonably be expected to have a material adverse effect on the Company, all Derivative Transactions (as defined herein) entered into by the Company or any of its subsidiaries were entered into in accordance in all material respects with applicable rulesLaw (including with respect to safety and soundness of banking practices), regulations and policies of any regulatory authority, and (ii) in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and its subsidiariesCompany Subsidiaries, and were entered into (iii) with counter parties counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their its advisers) and to bear the risks of such Derivative Transactions; and the . Company and each of its subsidiaries have duly Company Subsidiary has performed all of their its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledgeKnowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trinity Capital Corp)

Derivative Transactions. (ia) Except as would not reasonably be expected to have a material adverse effect on the CompanyTo BBI’s Knowledge, all Derivative Transactions (as defined herein) entered into by the Company BBI or any of its subsidiaries Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable rules, regulations Laws and published regulatory policies of any regulatory authorityGovernmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by the Company and BBI or any of its subsidiariesSubsidiaries, and were entered into with counter parties counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their its advisers) and to bear the risks of such Derivative Transactions; and the Company . BBI and each of its subsidiaries Subsidiaries have duly performed performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Company's knowledge, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

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