Conduct of Business Pending Consummation. 7.1 Affirmative Covenants of Each Party. From the date of this Agreement ----------------------------------- until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (a) operate its business only in the usual, regular, and ordinary course, (b) preserve intact its business organization and Assets and maintain its rights and franchises, and (c) take no action which would (i) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (ii) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.
Conduct of Business Pending Consummation. SECTION 6.1 Affirmative Covenants of Target 33 SECTION 6.2 Negative Covenants of Target 34 SECTION 6.3 Affirmative Covenants of Purchaser 36 SECTION 6.4 Adverse Changes in Condition 36 SECTION 6.5 Reporting Requirements 36
Conduct of Business Pending Consummation. 31 7.1 Affirmative Covenants of Each Party 31 7.2 Negative Covenants of Target 7.3 Negative Covenants of Target 7.4 Adverse Changes in Condition 33 7.5 Reports ARTICLE 8 ADDITIONAL AGREEMENTS 34 8.1 Registration Statement; Proxy Statement; Shareholder Approval 8.2 Applications 8.3 Filings of Articles of Merger 8.4 Investigation and Confidentiality 8.5 No Solicitations 8.6 Press Releases 8.7 Tax Treatment 37 8.8 Agreement of Affiliates 8.9 Indemnification 37 8.10 Employee Benefits and Contracts 39 8.11 Authorization and Approval of Purchaser Common Stock 39 8.12 Supplemental Indenture 8.13 Repurchase or Redemption of Target Preferred Stock 8.14 Payment of Target Trust Preferred Interest Payments 8.15 Prosecution of Regulatory Approvals 40 8.16 Meetings of Shareholders 40 ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 9.1 Conditions to Obligations of Each Party 41 9.2 Conditions to Obligations of Purchaser 42 9.3 Conditions to Obligations of Target 43 ARTICLE 10 TERMINATION 10.1 Termination 10.2 Effect of Termination 10.3 Non-Survival of Representations and Covenants 10.4 Termination Payments ARTICLE 11 MISCELLANEOUS 47 11.1 Definitions 47 11.2 Expenses 56 11.3 Entire Agreement 56 11.4 Amendments 56 11.5 Waivers 56 11.6 Assignment 57 11.7 Notices and Service of Process 57 11.8 Governing Law 11.9 Counterparts 58 11.10 Captions; Articles and Sections 58 11.11 Interpretations 11.12 Severability 58 EXHIBITS Exhibit A Bank Plan of Merger Exhibit B Target Director Nominees Exhibit C-1 Form of Target Affiliate Agreement Exhibit C-2 Form of Purchaser Affiliate Agreement Exhibit D Matters to be Opined Upon by Target Counsel Exhibit E Matters to be Opined Upon by Purchaser Counsel AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 28, 2012, by and between NICOLET BANKSHARES, INC. (“Purchaser”), a Wisconsin corporation, and MID-WISCONSIN FINANCIAL SERVICES, INC. (“Target”), a Wisconsin corporation.
Conduct of Business Pending Consummation. 34 7.1 Covenants of Both Parties 34 7.2 Negative Covenants of Peoples 34 7.3 Covenants of BancTrust 36 7.4 Adverse Changes in Condition 37 7.5 Reports 37 7.6 Coordination of Dividends 37 7.7 Certain Modifications; Restructuring Charges 37 ARTICLE EIGHT 38 ADDITIONAL AGREEMENTS 38 8.1 Registration Statement; Proxy Statement; Shareholder Approval; Indemnification 38 8.2 Exchange Listing 38 8.3 Applications 38 8.4 Filings with State Offices 38 8.5 Agreement as to Efforts to Consummate 39 8.6 Investigation and Confidentiality 39 8.7 Press Releases 39 8.8 Certain Actions 40 8.9 Tax Treatment 40 8.10 State Takeover Laws 41 8.11 Charter Provisions 41 8.12 Affiliates 41 8.13 Compensation and Employee Benefits 41 8.14 Indemnification 42 8.15 Exemption from Liability Under Section 16(b) 43 8.16 Dividend Reinvestment Plan 44 8.17 Subsidiary Directors 44 8.18 Certain Support Agreements 44 ARTICLE NINE 44
Conduct of Business Pending Consummation. 22 8.1 Affirmative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 8.2 Negative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 8.3
Conduct of Business Pending Consummation. 28 7.1 Affirmative Covenants of Both Parties......................................28 7.2
Conduct of Business Pending Consummation. 23 7.1 Conduct of Envoy Business............................................23 7.2 Conduct of Healtheon/WebMD Business..................................25 7.3 Adverse Changes in Condition.........................................25 ARTICLE 8 - ADDITIONAL AGREEMENTS.............................................26
Conduct of Business Pending Consummation. 19 7.1 Affirmative Covenants of First National.............................19 7.2 Negative Covenants of First National................................19 7.3
Conduct of Business Pending Consummation. 6.1 Affirmative Covenants of CLBH and FBNC
Conduct of Business Pending Consummation. 43 6.1 Affirmative Covenants of Touchstone and FXNC 43 6.2 Negative Covenants of Touchstone 44 6.3 Negative Covenants of FXNC 47 6.4 Adverse Changes in Condition 48 6.5 Reports 48 ARTICLE 7 ADDITIONAL AGREEMENTS 49 7.1 Shareholder Approvals 49 7.2 Registration of FXNC Common Stock 50 7.3 Other Offers, etc. 51 7.4 Consents of Regulatory Authorities 53
