Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 80 contracts
Samples: Subordinated Note Purchase Agreement (BCB Bancorp Inc), Subordinated Note Purchase Agreement (Meridian Corp), Subordinated Note Purchase Agreement (Quaint Oak Bancorp Inc)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 34 contracts
Samples: Subordinated Note Purchase Agreement (QCR Holdings Inc), Subordinated Note Purchase Agreement (Eagle Bancorp Montana, Inc.), Subordinated Note Purchase Agreement (Civista Bancshares, Inc.)
Absence of Control. It is the intent of the parties to this Agreement hereto that in no event shall the Purchasers, Purchaser by reason of any this Agreement shall not be deemed (until consummation of the Transaction Documents, be deemed transactions contemplated hereby) to control, directly or indirectly, the Company, and the Purchasers shall not exercise, Company or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (MSB Financial Corp), Agreement and Plan of Merger (Berkshire Hills Bancorp Inc), Agreement and Plan of Merger (SI Financial Group, Inc.)
Absence of Control. It Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that in no event shall the Purchasers, Acquiror by reason of any this Agreement shall not be deemed (until consummation of the Transaction Documents, be deemed Contemplated Transactions) to control, directly or indirectly, the Company, Company and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 8 contracts
Samples: Voting and Support Agreement (HMN Financial Inc), Voting and Support Agreement (HMN Financial Inc), Agreement and Plan of Merger (Alerus Financial Corp)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersPurchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 4 contracts
Samples: Subordinated Note Purchase Agreement (Coastal Financial Corp), Form of Subordinated Note Purchase Agreement (First Western Financial Inc), Subordinated Note Purchase Agreement (Coastal Financial Corp)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersPurchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 3 contracts
Samples: Form of Subordinated Note Purchase Agreement (California BanCorp), Form of Subordinated Note Purchase Agreement (F&m Bank Corp), Form of Subordinated Note Purchase Agreement (Blue Ridge Bankshares, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasersany Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the no Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 3 contracts
Samples: Subordinated Note Purchase Agreement (Heritage Commerce Corp), Subordinated Note Purchase Agreement (Central Valley Community Bancorp), Form of Subordinated Note Purchase Agreement (Bankwell Financial Group, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 3 contracts
Samples: Subordinated Note Purchase Agreement (Peoples Financial Services Corp.), Subordinated Note Purchase Agreement (Central Federal Corp), Subordinated Note Purchase Agreement (Patriot National Bancorp Inc)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersPurchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (County Bancorp, Inc.), Subordinated Note Purchase Agreement (WashingtonFirst Bankshares, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (ENB Financial Corp), Subordinated Note Purchase Agreement (First Keystone Corp)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersPurchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (QCR Holdings Inc), Subordinated Note Purchase Agreement (QCR Holdings Inc)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 2 contracts
Samples: Form of Subordinated Note Purchase Agreement (Amerant Bancorp Inc.), Subordinated Note Purchase Agreement (Stewardship Financial Corp)
Absence of Control. It is the intent of the parties to this Agreement hereto that in no event shall the PurchasersPurchaser, by reason of any this Agreement, shall not be deemed (until consummation of the Transaction Documents, be deemed transactions contemplated hereby) to control, directly or indirectly, the Company, and the Purchasers shall not exercise, Company or be deemed its Subsidiaries or to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyCompany or its Subsidiaries.
Appears in 2 contracts
Samples: Voting and Support Agreement (CapStar Financial Holdings, Inc.), Voting and Support Agreement (CapStar Financial Holdings, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of this Agreement or the Transaction Documentstransactions contemplated thereby, be deemed to control, directly or indirectly, the CompanyTrust, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyTrust.
Appears in 2 contracts
Samples: Purchase Agreement (XAI Octagon Floating Rate & Alternative Income Trust), Purchase Agreement (XAI Octagon Floating Rate & Alternative Income Term Trust)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersPurchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (FVCBankcorp, Inc.), Subordinated Note Purchase Agreement (Delmar Bancorp)
Absence of Control. It Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that in no event shall the Purchasers, Company by reason of any this Agreement shall not be deemed (until consummation of the Transaction Documents, be deemed Contemplated Transactions) to control, directly or indirectly, the Company, Acquiror and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyAcquiror.
Appears in 2 contracts
Samples: Voting and Support Agreement (HMN Financial Inc), Voting and Support Agreement (HMN Financial Inc)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersPurchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (First Guaranty Bancshares, Inc.), Subordinated Note Purchase Agreement (First Guaranty Bancshares, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersNoteholders, by reason of any of the Transaction Documentstransaction documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Noteholders shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (Citizens Financial Services Inc), Subordinated Note Purchase Agreement (Codorus Valley Bancorp Inc)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company..
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (Franklin Financial Services Corp /Pa/), Subordinated Note Purchase Agreement (Franklin Financial Services Corp /Pa/)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersBuyer or Merger Sub, by reason of any this Agreement, shall not be deemed (until consummation of the Transaction Documents, be deemed transactions contemplated herein) to control, directly or indirectly, the Company, Company or Company Bank and the Purchasers shall not exercise, exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyCompany or Company Bank.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cambridge Bancorp), Agreement and Plan of Merger (Eastern Bankshares, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.. 5.6
Appears in 1 contract
Samples: Execution Copy Subordinated Note Purchase Agreement (Sound Financial Bancorp, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasersany Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Guaranty Bancshares Inc /Tx/)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasersany Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the no Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company. 6.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Professional Holding Corp.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasersany Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers no Purchaser shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of Company. If requested by the Board of Governors of the Federal Reserve System, the Purchasers shall enter into a customary passivity commitment with respect to Company.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Howard Bancorp Inc)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersNoteholders, by reason of any of the Transaction Documentstransaction documents, be deemed to control, directly or indirectly, the CompanyCompany or Company Subsidiary, and the Purchasers Noteholders shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyCompany or Company Subsidiary.
Appears in 1 contract
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersNoteholder, by reason of any of the Transaction Documentstransaction documents, be deemed to control, directly or indirectly, the CompanyCompany or any Company Subsidiary, and the Purchasers Noteholder shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyCompany or any Company Subsidiary.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (HV Bancorp, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasersany Purchaser, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the no Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.. 5.5
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Bankwell Financial Group, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.. 5.5
Appears in 1 contract
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of this Agreement or the Transaction Documentstransactions contemplated thereby, be deemed to control, directly or indirectly, the CompanyFund, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyFund.
Appears in 1 contract
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Carolina Trust BancShares, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of this Agreement or the Transaction DocumentsSenior Notes, be deemed to control, directly or indirectly, the CompanyBorrower or any of its Subsidiaries, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyBorrower or any of its Subsidiaries.
Appears in 1 contract
Samples: Senior Note Purchase Agreement (Luther Burbank Corp)
Absence of Control. It Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that in no event shall the Purchasers, Acquiror by reason of any this Agreement shall not be deemed (until consummation of the Transaction Documents, be deemed Contemplated Transactions) to control, directly or indirectly, the Company, Company and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 1 contract
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of Company. If requested by the FRB, the Purchasers shall enter into a customary passivity commitment with respect to the Company.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Smartfinancial Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the PurchasersNoteholders, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers Noteholders shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Ameriserv Financial Inc /Pa/)
Absence of Control. It is the intent of the parties Parties to this Agreement that in no event shall the Purchasers, Buyer by reason of any this Agreement shall not be deemed (until consummation of the Transaction Documents, be deemed transactions contemplated hereby) to control, directly or indirectly, the Company, and the Purchasers shall not exercise, Company or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northwest Bancshares, Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, 4867-1315-1193 v.5 Exhibit 10.1 directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.
Appears in 1 contract
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.. 5.5
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Citizens Community Bancorp Inc.)
Absence of Control. It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the CompanyCompany or the Bank, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the CompanyCompany or the Bank.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (First Us Bancshares, Inc.)
