Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Flag Financial Corp), Agreement and Plan of Merger (Royal Bank of Canada \), Agreement and Plan of Merger (Lakeview Financial Corp /Nj/)
Third Party Consents. All consents or and approvals of all persons, other than Governmental Authorities, Persons required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Acquiror or the Surviving CorporationCompany or to materially adversely affect the consummation of the Merger.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Superior Silver Mines Inc), Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (Steel Vault Corp)
Third Party Consents. All consents or approvals of all persons, Persons (other than Governmental Authorities, ) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Surviving CorporationEffect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Northeast Bancorp /Me/), Agreement and Plan of Merger (Danvers Bancorp, Inc.), Agreement and Plan of Merger (Merrill Merchants Bancshares Inc)
Third Party Consents. All consents or approvals of all personsPersons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger transactions contemplated hereby to occur at the Closing shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to havewould not, individually or in the aggregate, have a Material Adverse Effect on the Surviving Corporation.Effect;
Appears in 5 contracts
Samples: Agreement (Credit Suisse First Boston Usa Inc), Transaction Agreement (Credit Suisse Group), Transaction Agreement (Credit Suisse First Boston Usa Inc)
Third Party Consents. All consents or approvals of all persons, Persons (other than Governmental Authorities, Entities) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect on PNC or the Surviving CorporationCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Riggs National Corp), Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (Riggs National Corp)
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Company Merger and the Subsidiary Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving CorporationCHC and its subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (Community Financial Corp /Va/), Agreement and Plan of Merger (City Holding Co)
Third Party Consents. All consents or approvals of all persons, persons (other than Governmental Authorities, Entities) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp)
Third Party Consents. All consents or approvals of all persons, persons (other than the Governmental Authorities, Approvals referenced in Section 4.1(c) hereof) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on Republic as the Surviving CorporationCorporation as the parties hereto shall reasonably and in good faith agree.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Republic Bancorp Inc), Agreement and Plan of Merger (Republic Bancorp Inc), Agreement and Plan of Merger (D&n Financial Corp)
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Company Merger and the Subsidiary Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving CorporationCorporation and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Lincoln Bancorp /In/), Agreement and Plan of Reorganization (Montgomery Financial Corp), Agreement and Plan of Reorganization (First Shares Bancorp Inc)
Third Party Consents. All consents or approvals of all persons, persons (other than Governmental Regulatory Authorities, ) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving CorporationUSBC or FBS.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Bank System Inc), Agreement and Plan of Merger (First Bank System Inc), Agreement and Plan of Merger (Us Bancorp /Or/)
Third Party Consents. All consents or approvals of all persons, Persons (other than Governmental Authorities, ) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger and the Bank Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Surviving CorporationEffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Union Bankshares Co/Me), Agreement and Plan of Merger (Camden National Corp)
Third Party Consents. All consents or approvals of all persons, Persons -------------------- (other than Governmental Authorities, Entities) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to haveapproval, individually or in the aggregate, would not result in a Material Adverse Effect on the Surviving CorporationCorporation or the Surviving Bank.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gould Investors L P), Agreement and Plan of Merger (BFS Bankorp Inc)
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or to be obtained in connection with the execution, delivery Merger and performance of the other transactions contemplated by this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless except where the failure to obtain any such consent consents or approval is not reasonably likely to haveapprovals, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Services Agreement (Netratings Inc), Services Agreement (Netratings Inc)
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or the Surviving Corporation.
Appears in 2 contracts
Samples: Employment Agreement (Stockwalk Com Group Inc), Agreement and Plan of Merger (Stockwalk Com Group Inc)
Third Party Consents. All consents or approvals of all persons, other than non-Governmental Authorities, Entities required for or to be obtained in connection with the execution, delivery Merger and performance of the other transactions contemplated by this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless except where the failure to obtain any such consent consents or approval is not reasonably likely to have, approvals individually or in the aggregate, aggregate would not have a Material Adverse Effect on the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Zygo Corp), Agreement and Plan of Reorganization (Bio Technology General Corp)
Third Party Consents. All consents or approvals of all persons, persons (other than Governmental Regulatory Authorities, ) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving CorporationBank or BHC.
Appears in 2 contracts
Samples: Plan of Merger and Merger Agreement (Floridian Financial Group Inc), Agreement and Plan of Merger (Centerstate Banks of Florida Inc)
Third Party Consents. All consents or approvals of all persons, Persons (other than Governmental Authorities, Entities) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the financial condition or results of operations of the Surviving Corporation.
Appears in 2 contracts
Samples: Stock Option Agreement (Mid Am Inc), Stock Option Agreement (Citizens Bancshares Inc /Oh/)
Third Party Consents. All consents or approvals of all persons, persons (other than Governmental Authorities, Entities) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger transactions contemplated by the Transaction Agreements shall have been obtained and shall be in full force and effect, unless except for those the failure to obtain any such consent or approval is of which would not reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect on the Surviving Corporationwith respect to all parties and Newco.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fresenius Aktiengesellschaft), Distribution Agreement (Grace W R & Co /Ny/)
Third Party Consents. All consents or approvals of all personsPersons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect adverse effect on the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First National Bancshares Inc/ Fl/)
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or to be obtained in connection with the execution, delivery Merger and performance of the other transactions contemplated by this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless except where the failure to obtain any such consent consents or approval is approvals could not reasonably likely to have, individually or in the aggregate, aggregate be reasonably expected to have a Material Adverse Effect on the Surviving CorporationTarget.
Appears in 1 contract
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First Indiana or the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Somerset Group Inc)
Third Party Consents. All consents or approvals of all persons, -------------------- other than Governmental AuthoritiesAuthorities (except to the extent that such Governmental Authorities are acting in the capacity of Insurer or Investor), required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 1 contract
Samples: Dime Bancorp Inc
Third Party Consents. All consents or approvals of all persons, Persons (other than Governmental Authorities, Authorities ) required or appropriate (to avoid default or other adverse consequences) for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, aggregate a Material Adverse Effect on the Surviving CorporationBuyer or Seller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Century Commercial Bancorp Inc)
Third Party Consents. All consents or approvals of all persons, persons (other than Governmental Authorities, Regulatory Authorities and the shareholders of each of Republic and ExecuFirst) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.Republic or ExecuFirst;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Execufirst Bancorp Inc)
Third Party Consents. All consents or approvals of all personsPersons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or the Surviving Corporation.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Reorganization (Vital Images Inc)
Third Party Consents. All consents or approvals of all persons, persons (other than Governmental Regulatory Authorities, ) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving CorporationBank or BHC.
Appears in 1 contract
Samples: Plan of Merger and Merger Agreement (Centerstate Banks of Florida Inc)
Third Party Consents. All consents or and approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement Regarding Plan of Reorganization (Granite Falls Community Ethanol Plant LLC)
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Royal Bank of Canada \)
Third Party Consents. All consents or approvals of all persons, persons -------------------- (other than Governmental Regulatory Authorities, ) required for or in connection with the execution, delivery and performance of this Agreement and the consummation completion of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.Meridian or CoreStates;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corestates Financial Corp)
Third Party Consents. All consents or approvals of all persons, other -------------------- than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tucker Anthony Sutro)
Third Party Consents. All consents or approvals of all persons, other than Governmental AuthoritiesAuthorities (except to the extent that such Governmental Authorities are acting in the capacity of Insurer or Investor), required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 1 contract
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co)
Third Party Consents. All consents or approvals of all persons, Persons (other than Governmental Authorities, Authorities ) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, aggregate a Material Adverse Effect on the Surviving CorporationBuyer or Seller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Private Financial Holdings Inc)
Third Party Consents. All consents or approvals of all persons, Persons (other than Governmental Authorities, Entities) required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is would not reasonably likely be expected to have, individually or in the aggregate, aggregate a Material Adverse Effect on the Surviving CorporationBuyer or Seller.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Private Financial Holdings Inc)
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Company Merger and the Subsidiary Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.Corporation and its subsidiaries, taken as a whole. (d)
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (City Holding Co)
