Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' responses to auditors' requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement. (b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement. (c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 2 contracts
Sources: Merger Agreement (First Busey Corp /Nv/), Merger Agreement (First Community Financial Partners, Inc.)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company and the integration of Acquiror Bank and the Bank following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in (i) that certain letter agreement dated as of July 17, 2023, between Acquiror and the Company and (ii) that certain letter agreement dated as of October 30, 2023, between Acquiror and the Company (collectively, and as each may be amended from time to time, the “Confidentiality Agreement”).
Appears in 2 contracts
Sources: Merger Agreement (First Busey Corp /Nv/), Merger Agreement (First Busey Corp /Nv/)
Access and Investigation. (a) Subject to any applicable Legal RequirementRequirement and any reasonable response to the COVID-19 virus (SARS-COV-2) (or any mutation or variation thereof or related health condition, the Company or any related or associated epidemics, pandemics or disease outbreaks), Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be reasonably necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem reasonably necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, ; or (iv) if disclosure might otherwise affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain confidentiality agreement, dated July 27, 2021, between Acquiror and the Company (the “Confidentiality Agreement”).
Appears in 2 contracts
Sources: Merger Agreement (Guaranty Federal Bancshares Inc), Merger Agreement (QCR Holdings Inc)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquirorthe Company's continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' responses to auditors' requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquirorthe Company's reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company's outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Mutual Confidentiality and Non-Disclosure Agreement dated as of November 3, 2016, between Acquiror and the Company (the "Confidentiality Agreement").
Appears in 2 contracts
Sources: Merger Agreement (First Busey Corp /Nv/), Merger Agreement (First Community Financial Partners, Inc.)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquirorthe Company's continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' responses to auditors' requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquirorthe Company's reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.;
Appears in 2 contracts
Sources: Merger Agreement (Midland States Bancorp, Inc.), Merger Agreement (Centrue Financial Corp)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance noticenotice to the Company’s Executive Vice President or Controller, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in 35 accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. The Company and the Bank shall permit Acquiror to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and the Bank with the Company’s and the Bank’s management and employees, as is necessary or reasonably appropriate for the purposes of familiarizing itself with the businesses and operations of the Company and the Bank, to the extent allowable by applicable Legal Requirements. Upon requestrequest to the Company’s Executive Vice President or Controller, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives Representative attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror for such purposes (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) would relate to pending or threatened litigation or investigations, if disclosure might would affect the confidential nature of, or any privilege relating to, the matters being discussed; or (iv) would relate to the Contemplated Transactions or any Acquisition Proposal unless required pursuant to this Agreement. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries, in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.9), or (v) related to the Contemplated Transactions or any Acquisition Proposal unless required pursuant to this Agreement. 36
(d) From and after the date hereof, the Company shall provide Acquiror within ten (10) Business Days of the end of such month or fiscal quarter, as applicable, with (i) an unaudited unconsolidated balance sheet of the Company’s Subsidiaries as of the end of each calendar month, and an unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries as of the end of each calendar quarter; (ii) an unaudited unconsolidated balance sheet and income statement of the Company as of the end of each calendar month; (iii) the unaudited AOCI of the Company as of the end of each fiscal quarter; and (iv) the unaudited general ledger of the Company as of the end of each calendar month (collectively, the “Unaudited Monthly Financial Statements”). The Unaudited Monthly Financial Statements shall (A) be prepared from, and in accordance with, the books and records of the Company and its Subsidiaries; (B) be prepared in accordance with GAAP (other than such exceptions as described in Schedule 3.7(b) of the Company Disclosure Schedules); and (C) with respect to the foregoing clauses (i) and (ii), fairly present in all material respects the consolidated results of operations, and consolidated financial position of the Company and the Company’s Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject to recurring year-end audit adjustments normal in nature and amount).
(e) The Company shall cooperate with Acquiror in connection with the preparation of financial statements, if any, of the Company and pro forma financial statements that Acquiror may file with the SEC.
(f) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Mutual Confidentiality and Nondisclosure Agreement dated as of July 10, 2025, between Acquiror and the Company (the “Confidentiality Agreement”).
Appears in 2 contracts
Sources: Merger Agreement (HBT Financial, Inc.), Merger Agreement (HBT Financial, Inc.)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇’s E▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 2 contracts
Sources: Merger Agreement (First Busey Corp /Nv/), Merger Agreement (First Busey Corp /Nv/)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Nicolet and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Nicolet and the Company following the Effective Time. The Company Nicolet and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Nicolet shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Nicolet or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Nicolet (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Nicolet or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Nicolet the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal RequirementRequirement including the prohibitions on disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2); (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Nicolet will make make, to the extent legally permissible, appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyNicolet: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Nicolet all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents relating to attorney-client privilege, confidential supervisory information or the disclosure of which would violate any applicable Legal Requirement.
(d) All information obtained by the Company Nicolet in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated October 2, 2020, between Nicolet and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) 5.1(a), as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of the Company and Acquiror following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; , in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries, in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials; (ii) the disclosure of which would violate any applicable Legal Requirement; (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege; or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.10).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in the that certain Mutual Confidentiality Agreement, dated March 29, 2024, between the Company and Acquiror (as amended, the “Confidentiality Agreement”).
Appears in 1 contract
Sources: Merger Agreement (HMN Financial Inc)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) ), as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than such documents, or portions of such documents thereof, relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time, including without limitation, conducting any Phase I testing on the Company’s real property as listed in Schedule 3.9 of the Company Disclosure Schedule. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Mutual Confidentiality and Non-Disclosure Agreement dated as of April 21, 2025, between Acquiror and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Mutual Confidentiality and Non-Disclosure Agreement dated as of December 23, 2016, between Acquiror and the Company (as amended, the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its SubsidiariesSubsidiaries and shall be conducted during normal business hours on Business Days. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant with, to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet databasefrom any Regulatory Authority; and (ii) a copy of each report report, schedule or other document filed or furnished by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall furnish to Acquiror as promptly as practicable, (i) the unaudited consolidated balance sheets of the Company as of December 31, 2017, and the unaudited consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended on such date (including the notes thereto), which financial statements shall be provided to the Acquiror no later than February 15, 2018, (ii) the audited consolidated balance sheets of the Company as of December 31, 2017, and the audited consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended on such date (including the notes thereto), which financial statements shall be provided to the Acquiror no later than March 31, 2018, and (iii) the unaudited consolidated balance sheet of the Company as of the end of each quarterly period ended subsequent to June 30, 2017, and the unaudited consolidated statements of income, cash flows and shareholders’ equity for the three-month and year-to-date periods ended on such dates, which financial statements shall be provided to the Acquiror no later than thirty (30) days after the applicable period end.
(d) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case promptly following provision to such Persons, and in each case, excluding any portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.9).
(e) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Mutual Confidentiality and Non-Disclosure Agreement dated as of May 5, 2017, between Acquiror and Sheshunoff & Co. (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of the Company and Acquiror following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not materially interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; , in each case other than such documents, or portions of such documents thereof, relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries, in each case other than such documents, or portions thereof: (i) relating to confidential supervisory or examination materials; (ii) the disclosure of which would violate any applicable Legal Requirement; (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege; or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Letter Agreement, dated October 10, 2025, between the Company and Acquiror (as amended, the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Parent and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Parent and the Company following the Effective Time. The Company Parent and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Parent shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Parent or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Parent (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Parent or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Parent the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Parent will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyParent: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report report, schedule or other document filed or furnished by it or any of its Subsidiaries with any Regulatory Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly furnish to Parent as promptly as practicable, (i) the audited consolidated balance sheets of the Company as of December 31, 2019, and the audited consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ending on such date (including the notes thereto), which financial statements shall be provided to the Parent no later than March 31, 2020, and (ii) the unaudited consolidated balance sheet of the Company as of the end of each quarterly period ended subsequent to June 30, 2019, and the unaudited consolidated statements of income, cash flows and shareholders’ equity for the quarterly and year-to-date periods ended on such dates, which financial statements shall be provided to the Parent no later than thirty (30) days after the applicable period end.
(d) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall provide, and cause each of its Subsidiaries to provide, to Parent all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case substantially concurrently with their provision to such Persons, and in each case, excluding any portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(e) All information obtained by the Company Parent in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in the Confidentiality and Non-Disclosure Agreement dated as of April 19, 2019, delivered to the Company by Parent (the “Company Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Nicolet and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Nicolet and the Company following the Effective Time. The Company Nicolet and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Nicolet shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Nicolet or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Nicolet (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Nicolet or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Nicolet the disclosure of which, in Acquirorthe Company's reasonable judgment: (i) would be prohibited by any applicable Legal RequirementRequirement including the prohibitions on disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. §261.2); (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, to the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Nicolet will make make, to the extent legally permissible, appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyNicolet: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which laws that is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Nicolet all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company and its Subsidiaries or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents relating to attorney-client privilege, confidential supervisory information or the disclosure of which would violate any applicable Legal Requirement.
(d) All information obtained by the Company Nicolet in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated July 26, 2021, between Nicolet and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) 5.1(a), as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of the Company and Acquiror following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No 36 investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will cooperate in good faith to make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; , in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries, in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials; (ii) the disclosure of which would violate any applicable Legal Requirement; (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege; (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8); or (v) related to the Contemplated Transactions.
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Nondisclosure Agreement, dated as of February 6, 2026, between the Company and Acquiror (as amended, the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance noticenotice of not less than three (3) Business Days, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) ), as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its 56 Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than such documents, or portions of such documents thereof, relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable full and continuing access to the facilities, operations, records and properties of Acquiror Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for during the purpose of determining Acquiror's continued compliance with period from the terms and conditions date of this AgreementAgreement to the earlier of the Closing Date or the termination of this Agreement in accordance with its terms. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror Company or any of its Subsidiaries. Upon request, Acquiror Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror Company or any of its Subsidiaries of any claim of attorney-client privilege), and will permit Acquiror and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for Company or such Subsidiary, and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company the disclosure of whichwhich to Acquiror, in Acquiror's Company’s reasonable judgment: (i) , would be prohibited by any applicable Legal Requirement; (ii) Requirement or would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Company and Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From Company shall allow, and cause each of its Subsidiaries to allow, to the date hereof until the earlier extent not precluded by Regulatory Authorities, Representatives of Acquiror to attend, as an observer only, all meetings of the Closing Date board of directors and committees of the board of directors of Company or its Subsidiaries, including any committee meetings. Company shall give, and cause each of its Subsidiaries to give, reasonable notice to Acquiror of any such meeting and, if known, the termination agenda for or business to be discussed at such meeting. Company shall provide, and cause each of this Agreement in accordance with its termsSubsidiaries to provide, to Acquiror shall promptly furnish all information provided to the Company: (i) a copy directors on all such boards or members of each report, schedule, registration statement and other document filed, furnished such committees in connection with all such meetings or received by it during such period pursuant otherwise provided to the requirements directors or members, and to provide any other financial reports or other analysis prepared for senior management of federal Company or its Subsidiaries. It is understood by the parties that Acquiror’s Representative will not have any voting rights with respect to matters discussed at these meetings and state banking laws or federal or state securities laws, which that Acquiror is not generally available on managing the SEC's ▇▇▇▇▇ internet database; and (ii) a copy business or affairs of each report filed by it Company or any of its Subsidiaries Subsidiaries. Notwithstanding the foregoing, Acquiror shall not be permitted to attend any portion of a meeting and Company shall not be required, or cause any of its Subsidiaries, to provide Acquiror with any Regulatory Authority; materials, in each case other than portions violation of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal RequirementRequirement or in any case where Company has been advised by counsel that attendance by Acquiror or that Acquiror’s receipt of such materials would result in a waiver of the attorney-client privilege of Company or any of its Subsidiaries.
(c) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Confidentiality Agreement dated August 2, 2012, between Company and Acquiror (the “Confidentiality Agreement”).
Appears in 1 contract
Sources: Merger Agreement (QCR Holdings Inc)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Baylake and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror Nicolet and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's Nicolet’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Nicolet and Baylake following the Effective Time. The Company Baylake and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror Nicolet and each of its Subsidiaries and of their respective financial and legal conditions as Company Baylake shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror Nicolet or any of its Subsidiaries. Upon request, Acquiror Nicolet and each of its Subsidiaries will furnish the Company Baylake or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror Nicolet or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Baylake (provided, such disclosure would not result in the waiver by Acquiror Nicolet or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Baylake or any of its Representatives shall affect the representations and warranties made by Acquiror Nicolet in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company Baylake the disclosure of which, in Acquiror's Nicolet’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror Nicolet and the Company Baylake will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror Nicolet shall promptly furnish to the CompanyBaylake: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇’s E▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) Nicolet shall provide, and cause each of its Subsidiaries to provide, to Baylake all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of Nicolet or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of Nicolet or its Subsidiaries; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(d) All information obtained by the Company Baylake in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Nicolet Bankshares Inc)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) ), as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇’s E▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement, dated September 22, 2021 (the “Acquiror Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company First Defiance and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror United Community and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's United Community’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of First Defiance and United Community following the Effective Time. The Company First Defiance and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror United Community and each of its Subsidiaries and of their respective financial and legal conditions as Company First Defiance shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror United Community or any of its Subsidiaries. United Community shall promptly provide First Defiance with copies of any management presentations regarding United Community’s financial statements that are provided in writing to the directors of United Community. Upon request, Acquiror United Community and each of its Subsidiaries will furnish the Company First Defiance or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror United Community or such Subsidiary, as the case may be, and such minutes of meetings of the board of directors or committees thereof, financial and operating data and other information reasonably requested by the Company First Defiance (provided, such disclosure would not result in the waiver by Acquiror United Community or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company First Defiance or any of its Representatives shall affect the representations and warranties made by Acquiror United Community in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company First Defiance the disclosure of which, in Acquiror's United Community’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror United Community and the Company First Defiance will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company First Defiance in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain letter agreement dated April 24, 2017, by and among First Defiance, First Federal, United Community and Home Savings (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be reasonably necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem reasonably necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.11).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain confidentiality agreement, dated May 1, 2017, between Acquiror and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Sources: Merger Agreement (QCR Holdings Inc)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of the Company and Acquiror following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not materially interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; , in each case other than such documents, or portions of such documents thereof, relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its 45 Subsidiaries, in each case other than such documents, or portions thereof: (i) relating to confidential supervisory or examination materials; (ii) the disclosure of which would violate any applicable Legal Requirement; (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege; or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Letter Agreement, dated October 10, 2025, between the Company and Acquiror (as amended, the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Mutual Confidentiality and Non-Disclosure Agreement dated June 26, 2015, between Acquiror and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of the Company and Acquiror following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not materially interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will cooperate in good faith to make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof Agreement Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; , in each case other than such documents, or portions of such documents thereof, relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries, in each case other than such documents, or portions thereof: (i) relating to confidential supervisory or examination materials; (ii) the disclosure of which would violate any applicable Legal Requirement; (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege; (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8); or (v) related to the Contemplated Transactions.
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in the that certain Confidentiality Agreement, dated March 17, 2025, between the Company and Acquiror (as amended, the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Nicolet and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(aSection 5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Nicolet and the Company following the Effective Time. The Company Nicolet and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Nicolet shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Nicolet or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Nicolet (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Nicolet or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(aSection 5.1(a) shall not require the disclosure of any information to the Company Nicolet the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal RequirementRequirement including the prohibitions on disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2); (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Nicolet will make make, to the extent legally permissible, appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyNicolet: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇’s E▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Nicolet all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents relating to attorney-client privilege, confidential supervisory information or the disclosure of which would violate any applicable Legal Requirement.
(d) All information obtained by the Company Nicolet in accordance with this Section 6.1 Section 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated October 2, 2020, between Nicolet and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be reasonably necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem reasonably necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' responses to auditors' requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Company
Section 5.1 (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(aa) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.11).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Joint Confidentiality Agreement dated as of May 10, 2017, between Acquiror and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Sources: Purchase and Assumption Agreement (QCR Holdings Inc)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives Representative attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) would relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries, in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Confidentiality Agreement dated as of March 24, 2017, between Acquiror and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇’s E▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, of the matters being discussed; or (iv) adversely affect any privilege. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality AgreementAgreement dated as of October 20, 2020, between Acquiror and the Company, as amended.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) 5.1(a), as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement schedule and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Confidentiality Agreement dated as of June 17, 2021, between Acquiror and the Company (as amended, the “Company Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as the Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Nicolet and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror Baylake and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's Baylake’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Nicolet and Baylake following the Effective Time. The Company Nicolet and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror Baylake and each of its Subsidiaries and of their respective financial and legal conditions as Company Nicolet shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror Baylake or any of its Subsidiaries. Upon request, Acquiror Baylake and each of its Subsidiaries will furnish the Company Nicolet or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror Baylake or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Nicolet (provided, such disclosure would not result in the waiver by Acquiror Baylake or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Nicolet or any of its Representatives shall affect the representations and warranties made by Acquiror Baylake in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Nicolet the disclosure of which, in Acquiror's Baylake’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror Baylake and the Company Nicolet will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror Baylake shall promptly furnish to the CompanyNicolet: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇’s E▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) Baylake shall provide, and cause each of its Subsidiaries to provide, to Nicolet all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of Baylake or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of Baylake or its Subsidiaries; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(d) All information obtained by the Company Nicolet in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated June 17, 2015, between Nicolet and Baylake (the “Confidentiality Agreement”).
Appears in 1 contract
Sources: Agreement and Plan of Merger (Nicolet Bankshares Inc)
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Nicolet and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Nicolet and the Company following the Effective Time. The Company Nicolet and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Nicolet shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Nicolet or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Nicolet (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Nicolet or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Nicolet the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal RequirementRequirement including the prohibitions on disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2); (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Nicolet will make make, to the extent legally permissible, appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyNicolet: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Nicolet all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents relating to confidential supervisory information or the disclosure of which would violate any applicable Legal Requirement.
(d) All information obtained by the Company Nicolet in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated September 2, 2016, between Nicolet and the Company (the “Confidentiality Agreement.”). TABLE OF CONTENTS
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Nicolet and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Nicolet and the Company following the Effective Time. The Company Nicolet and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company Nicolet shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Nicolet or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Nicolet (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Nicolet or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Nicolet the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal RequirementRequirement including the prohibitions on disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2); (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Nicolet will make make, to the extent legally permissible, appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyNicolet: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ’s ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Nicolet all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents relating to confidential supervisory information or the disclosure of which would violate any applicable Legal Requirement.
(d) All information obtained by the Company Nicolet in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated February 25, 2019, between Nicolet and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company United Community and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror First Defiance and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) as shall be necessary for the purpose of determining Acquiror's First Defiance’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of First Defiance and United Community following the Effective Time. The Company United Community and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror First Defiance and each of its Subsidiaries and of their respective financial and legal conditions as Company United Community shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror First Defiance or any of its Subsidiaries. First Defiance shall promptly provide United Community with copies of any management presentations regarding First Defiance’s financial statements that are provided in writing to the directors of First Defiance. Upon request, Acquiror First Defiance and each of its Subsidiaries will furnish the Company United Community or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror First Defiance or such Subsidiary, as the case may be, and such minutes of meetings of the board of directors or committees thereof, financial and operating data and other information reasonably requested by the Company United Community (provided, such disclosure would not result in the waiver by Acquiror First Defiance or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company United Community or any of its Representatives shall affect the representations and warranties made by Acquiror First Defiance in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company United Community the disclosure of which, in Acquiror's First Defiance’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror First Defiance and the Company United Community will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company United Community in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a) ), as shall be necessary for the purpose of determining Acquiror's ’s continued compliance with the terms and conditions of this Agreement. The Company and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror or any of its Subsidiaries. Upon request, Acquiror and each of its Subsidiaries will furnish the Company or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company (provided, such disclosure would not result in the waiver by Acquiror or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company or any of its Representatives shall affect the representations and warranties made by Acquiror in this Agreement. This Section 6.1(a) shall not require the disclosure of any information to the Company the disclosure of which, in Acquiror's ’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this AgreementAgreement Date; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, the matters being discussed. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror shall promptly furnish to the Company: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) All information obtained by the Company in accordance with this Section 6.1 shall be treated in confidence as provided in the Confidentiality Agreement.
Appears in 1 contract
Access and Investigation. (a) Subject to any applicable Legal Requirement, the Company Acquiror and its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the facilities, operations, records and properties of Acquiror the Company and each of its Subsidiaries in accordance with the provisions of this Section 6.1(a5.1(a) as shall be necessary for the purpose of determining Acquiror's the Company’s continued compliance with the terms and conditions of this AgreementAgreement and preparing for the integration of Acquiror and the Company and the integration of Acquiror Bank and the Bank following the Effective Time. The Company Acquiror and its Representatives may, during such period, make or cause to be made such reasonable investigation of the operations, records and properties of Acquiror the Company and each of its Subsidiaries and of their respective financial and legal conditions as Company shall deem necessary or advisable to familiarize itself with for such records, properties and other matterspurposes; provided, however, that such access or investigation shall not interfere materially with the normal operations of Acquiror the Company or any of its Subsidiaries. Upon request, Acquiror the Company and each of its Subsidiaries will furnish the Company Acquiror or its Representatives attorneys' ’ responses to auditors' ’ requests for information regarding Acquiror the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by the Company Acquiror (provided, such disclosure would not result in the waiver by Acquiror the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by the Company Acquiror or any of its Representatives shall affect the representations and warranties made by Acquiror the Company in this Agreement. This Section 6.1(a5.1(a) shall not require the disclosure of any information to the Company Acquiror the disclosure of which, in Acquiror's the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any privilege relating to, of the matters being discussed; or (iv) adversely affect any privilege. If any of the restrictions in the preceding sentence shall apply, Acquiror and the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with any applicable Legal Requirement.
(b) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Acquiror the Company shall promptly furnish to the CompanyAcquiror: (i) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, which is not generally available on the SEC's ▇▇▇▇▇ internet database; and (ii) a copy of each report filed by it or any of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any applicable Legal Requirement.
(c) The Company shall provide, and cause each of its Subsidiaries to provide, to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its Subsidiaries; in each case other than portions of such documents: (i) relating to confidential supervisory or examination materials, (ii) the disclosure of which would violate any applicable Legal Requirement, (iii) the disclosure of which would, in the reasonable judgment of the Company’s outside counsel, result in the waiver of the attorney-client privilege, or (iv) related to an Acquisition Proposal (disclosure of which shall be governed solely by Section 5.8).
(d) All information obtained by the Company Acquiror in accordance with this Section 6.1 5.1 shall be treated in confidence as provided in that certain Confidentiality Agreement dated as of August 20, 2020, between Acquiror and the Confidentiality AgreementCompany, as amended.
Appears in 1 contract