Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) all other information concerning its business, properties and personnel as Peoples may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16. (c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement. (d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Limestone Bancorp, Inc.), Merger Agreement (Limestone Bancorp, Inc.)
Access; Information. (a) Upon Each of CBTC and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone United or its Subsidiaries nor Peoples, nor any of their CBTC or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party United, CBTC or its Subsidiaries their respective Subsidiaries, as the case may be, or contravene any law, judgment, decree, fiduciary duty applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples willEach of CBTC and United agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but .
(d) The provisions of this Section 7.04 are in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous periodaddition to, and not in lieu of, that certain confidentiality agreement dated April 15, 2021, between United and CBTC (iii) to the extent permitted by applicable law“Confidentiality Agreement”), any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management terms of Limestone or any of its Subsidiarieswhich are specifically confirmed.
Appears in 3 contracts
Samples: Merger Agreement (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Community Bankers Trust Corp), Merger Agreement (United Bankshares Inc/Wv)
Access; Information. (a) Upon Each of PNB and Western agrees that upon reasonable notice notice, and subject to applicable laws relating to the exchange of information, Limestone shalleach party shall afford the other party and the other party's officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as the requesting party may reasonably request and, during such period, Limestone shall, and the providing party shall cause its Subsidiaries to, make available furnish promptly to Peoples the requesting party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the requesting party may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willEach party agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject to bound by a confidentiality obligation, (iii) is disclosed with the confidentiality provisions prior written approval of Section 6.16.
the providing party, or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished the sameother party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s 's obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (PNB Financial Group), Merger Agreement (Western Bancorp), Merger Agreement (Western Bancorp)
Access; Information. (a) Upon HVBC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of informationlaws, Limestone shallit shall afford CZFS and its officers, employees, counsel, accountants and shall cause each of its Subsidiaries to, afford Representatives of Peoples, other authorized representatives such reasonable access, access during normal business hours during throughout the period prior to the Effective Time, Time to all its properties, the books, contractsrecords (including, commitments without limitation, Tax Returns and recordswork papers of independent auditors), minute books of directors’ (other than minutes that discuss any of the transactions contemplated by this Agreement or any confidential supervisory information), properties and personnel of HVBC and to such other information relating to HVBC as CZFS may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) CZFS all other information concerning its the business, properties and personnel of HVBC as Peoples CZFS may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone CZFS shall invite one Representative of Peoples selected by Peoples from time use commercially reasonable efforts to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bankminimize any interference with HVBC’s loan committee) after the date of this Agreement; provided, however, that in no event shall regular business operations during any such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any lawHVBC’s employees, judgmentproperty, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applybooks and records.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any All information obtained furnished to CZFS by HVBC pursuant to this Section 6.05 (as well as any other 5.10(a) shall be subject to, and CZFS shall hold all such information obtained prior to in confidence in accordance with, the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation provisions of the transactions contemplated by this Confidentiality Agreement, dated as of July 13, 2022, by and such information will be subject to between HVBC and CZFS (the confidentiality provisions of Section 6.16“Confidentiality Agreement”).
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned Notwithstanding anything to the contrary contained in this Section 5.10, in no event shall CZFS have access to any information that, based on advice of HVBC’s counsel, would: (a) reasonably be expected to waive any material legal privilege; (b) result in the disclosure of any trade secrets of third parties; or (c) violate any obligation of HVBC with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by CZFS, HVBC has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party which furnished the sameto whom it owes an obligation of confidentiality. All requests made pursuant to this Section 5.10 will be directed to an executive officer of HVBC or such Person or Persons as may be designated by HVBC. No investigation by either party CZFS of the business and affairs of the other HVBC shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation the obligations of CZFS to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (HV Bancorp, Inc.), Merger Agreement (HV Bancorp, Inc.), Merger Agreement (Citizens Financial Services Inc)
Access; Information. (a) Upon Each of FWB and SFG agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party's officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willEach agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s 's obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (First Western Bancorp Inc), Merger Agreement (First Western Bancorp Inc), Merger Agreement (Sky Financial Group Inc)
Access; Information. (a) Upon Each of aaiPharma and CIMA agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone shall, it shall (and shall cause each of its Subsidiaries to) afford the other party, afford Representatives of Peoplesand the other party's Representatives, reasonable access, such access during normal business hours during hours, upon reasonable notice, throughout the period prior before the Effective Time to the Effective Timebooks, to all its records (including Tax Returns and work papers of independent accountants), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available it will furnish promptly to Peoples (i) a copy of each report, schedule, registration statement and such other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) party all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information ; provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with investigation shall not unreasonably disrupt the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreementfurnishing party's operations. Neither Limestone nor Peoples, party nor any of their its Subsidiaries shall be required to provide afford access to or to disclose information where such access or disclosure that would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementwith any third party. The parties shall make appropriate substitute disclosure arrangements under in circumstances in which where the restrictions of the preceding previous sentence applyapplies.
(b) Neither Limestone nor Peoples will, nor Each party agrees that it shall either party’s Representatives, use hold as confidential any information obtained pursuant that is nonpublic and confidential to the extent required by, and in accordance with, the Confidentiality Agreement, dated as of May 27, 2003, between aaiPharma and CIMA (the "Confidentiality Agreement"). Notwithstanding anything to the contrary set forth in this Section 6.05 (as well as Agreement or in any other information obtained prior written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, including the Confidentiality Agreement, the parties hereto acknowledge and agree that any obligations of confidentiality contained herein and therein shall not apply to the Tax treatment and Tax structure of the Mergers upon the earlier to occur of (i) the date hereof in connection with of the entering into public announcement of this Agreement) for any purpose unrelated discussions relating to the consummation Mergers, (ii) the date of the transactions contemplated by this public announcement of the Mergers, or (iii) the date of the execution of the Agreement, and such information will be subject all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the confidentiality provisions Mergers, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of Section 6.16the Code, is not intended to be affected by the foregoing.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other party, pursuant to this Section 6.06 or otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s 's obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Aaipharma Inc), Merger Agreement (Aaipharma Inc)
Access; Information. (a) Upon Each of Cardinal and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone United or its Subsidiaries nor Peoples, nor any of their Cardinal or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party United, Cardinal or its Subsidiaries their respective Subsidiaries, as the case may be, or contravene any law, judgment, decree, fiduciary duty applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples willEach of Cardinal and United agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but .
(d) The provisions of this Section 7.04 are in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous periodaddition to, and not in lieu of, those certain confidentiality agreements dated May 23, 2016 and August 10, 2016, between United and Cardinal (iii) to the extent permitted by applicable law“Confidentiality Agreement”), any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management terms of Limestone or any of its Subsidiarieswhich are specifically confirmed.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Merger Agreement (Cardinal Financial Corp)
Access; Information. (a) Upon The Company agrees that, upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit will afford Parent, and shall cause each of its Subsidiaries toParent’s officers, afford Representatives of Peoplesemployees, reasonable accesscounsel, accountants and other authorized representatives, such access during normal business hours during throughout the period prior to the Effective Time, Time to all its properties, the books, contractsrecords (including Tax Returns), commitments properties and records, and, during personnel and to such other information as Parent may reasonably request. During such period, Limestone shall, and shall cause its Subsidiaries to, make available the Company will furnish promptly to Peoples Parent (i1) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, laws and (ii2) all other information concerning its business, properties and personnel as Peoples Parent may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited the foregoing will not require the Company (x) to or permitted to attend permit any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to inspection or to disclose any information where that, in the reasonable judgment of the Company, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company will have used reasonable efforts to obtain the consent of such access third party to such inspection or disclosure would jeopardize or (y) to disclose any privileged information of the attorney-client privilege Company or any of its subsidiaries if the Company will have used reasonable efforts to obtain the consent of such third party to such inspection or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementdisclosure. The parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All requests for information made pursuant to this Section 5.5 will be directed to an executive officer of the Company, or such Person as may be designated by the Company’s executive officers.
(b) Neither Limestone nor Peoples willParent agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such Plan. Parent shall hold all information will be subject obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the confidentiality provisions of Section 6.16.
(cdate hereof in connection with entering into this Plan) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (confidence to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous periodrequired by, and in accordance with, the provisions of the Confidentiality Agreement, dated June 4, 2010, between Parent and the Company (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries“Confidentiality Agreement”).
Appears in 2 contracts
Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (Smithtown Bancorp Inc)
Access; Information. (aA) Upon Except as prohibited by any Legal Requirement, for the purpose of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice from the other Party, each Party will (and subject to applicable laws relating to the exchange of information, Limestone shall, and shall will cause each of its Subsidiaries to): (i) afford the other Party and its employees, afford officers and authorized Representatives (including legal counsel, accountants and consultants) full access to its properties, books and records (and those of Peoples, reasonable access, its Subsidiaries) during normal business hours during so that such other Party may have the period prior opportunity to make such reasonable investigation as it will desire to make of the Effective Time, to all affairs of such Party and its properties, books, contracts, commitments and records, and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance lawsSubsidiaries, and (ii) all furnish such other Party with such additional financial and operating data and other information concerning as to its businessbusiness and properties as such other Party may, properties and personnel as Peoples may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attendtime, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreementrequest. Neither Limestone nor Peoples, Party nor any of their its Subsidiaries shall will be required to provide afford access to or to disclose information where such access or disclosure that would jeopardize the attorney-client privilege (after giving due consideration to the existence of such any common interest, joint defense or similar agreement between the parties), contravene any binding arrangement with any third party or its Subsidiaries or contravene violate any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this AgreementLegal Requirement. The parties shall will make appropriate substitute disclosure arrangements under in circumstances in which where the restrictions of the preceding previous sentence applyapplies.
(bB) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated No access or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party a Party of the business and affairs of the other shall Party under this Section 7.08 or otherwise will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of such other Party in this Agreement or any Schedule delivered in accordance with this Agreement, or the conditions to either partythe Party’s obligation to consummate the transactions contemplated by this Agreement, or any remedies available to the Party under this Agreement.
(dC) During Notwithstanding anything to the period from contrary in this Section 7.08, neither Party shall be required to copy the date other Party on any documents that disclose confidential discussions of this Agreement or the Contemplated Transactions, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that the board of such Party has been advised by counsel that such distribution to the Effective Timeother Party may violate a confidentiality obligation or fiduciary duty or any Legal Requirement, as soon as reasonably practicable after they become availableor may result in a waiver of its attorney-client privilege. In the event any of the restrictions in this Section 7.08(C) shall apply, but in no event more than 30 days after the end of each calendar month ending after the date hereofsuch Party shall use its commercially reasonable efforts to provide appropriate consents, Limestone will furnish waivers, decrees, and approvals necessary to Peoples (i) consolidated financial statements satisfy any confidentiality issues relating to documents prepared or held by third parties (including balance sheetswork papers), statements the parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of operations sensitive material and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiariesensure compliance with Legal Requirement.
Appears in 2 contracts
Samples: Merger Agreement (Business First Bancshares, Inc.), Merger Agreement (Business First Bancshares, Inc.)
Access; Information. (a) Upon Each of Cephalon and CIMA agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone shall, it shall (and shall cause each of its Subsidiaries to) afford the other party, afford Representatives of Peoplesand the other party's Representatives, reasonable access, such access during normal business hours during hours, upon reasonable notice, throughout the period prior before the Effective Time to the Effective Timebooks, to all its records (including Tax Returns and work papers of independent accountants), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available it will furnish promptly to Peoples (i) a copy of each report, schedule, registration statement and such other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) party all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information ; provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with investigation shall not unreasonably disrupt the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreementfurnishing party's operations. Neither Limestone nor Peoples, party nor any of their its Subsidiaries shall be required to provide afford access to or to disclose information where such access or disclosure that would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementwith any third party. The parties shall make appropriate substitute disclosure arrangements under in circumstances in which where the restrictions of the preceding previous sentence applyapplies.
(b) Neither Limestone nor Peoples will, nor Each party agrees that it shall either party’s Representatives, use hold as confidential any information obtained pursuant that is nonpublic and confidential to the extent required by, and in accordance with, the Confidentiality Agreement, dated as of October 1, 2003, between Cephalon and CIMA (the "Confidentiality Agreement"). Notwithstanding anything to the contrary set forth in this Section 6.05 (as well as Agreement or in any other information obtained prior written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, including the Confidentiality Agreement, the parties hereto acknowledge and agree that any obligations of confidentiality contained herein and therein shall not apply to the Tax treatment and Tax structure of the Merger upon the earlier to occur of (i) the date hereof in connection with of the entering into public announcement of this Agreement) for any purpose unrelated discussions relating to the consummation Merger, (ii) the date of the transactions contemplated by this public announcement of the Merger, or (iii) the date of the execution of the Agreement, and such information will be subject all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the confidentiality provisions Merger, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of Section 6.16the Code, is not intended to be affected by the foregoing.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other party, pursuant to this Section 6.06 or otherwise, shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s 's obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Cephalon Inc), Merger Agreement (Cima Labs Inc)
Access; Information. (a) Upon Seller agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford Purchaser and Purchaser’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, such reasonable access, access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as Purchaser may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples Purchaser (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period Seller pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii) all other information concerning its the business, properties and personnel of Seller as Peoples Purchaser may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; providedIn no event, however, is Seller obligated to (i) provide access or disclose any information to Purchaser where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that in no event shall such Peoples Representative be invited to or permitted to attend any executive session discuss of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall Acquisition Proposal or any other subject matter Seller reasonably determines should be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applytreated as confidential.
(b) Neither Limestone nor Peoples willEach of Purchaser and Seller agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject . Subject to the confidentiality provisions requirements of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedlaw, each party shall promptly upon request will keep confidential, and will cause its representatives to keep confidential, all copies of documents or extracts thereof containing information and data documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to another the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party hereto from other sources not known by such party to be returned to bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which furnished the samesuch information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event Seller shall cause one or more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (representatives to confer with representatives of Purchaser and report the extent available) general status of its ongoing operations at such times as Purchaser may reasonably request. Seller will promptly notify Purchaser of and for such month then endedany material change in the normal course of its business or in the operation of its properties and, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, of any reports provided to governmental complaints, investigations or hearings (or communications indicating that the Limestone Board same may be contemplated), or any committee thereof relating to the financial performance and risk management institution or the threat of Limestone material litigation involving Seller or any of its Subsidiaries. Without limiting the foregoing, senior officers of Purchaser and Seller shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial and operational affairs of Seller and its Subsidiaries, in accordance with applicable law, and Seller shall give due consideration to Purchaser’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Purchaser nor any of its Subsidiaries shall under any circumstance be permitted to exercise control of Seller or any of its Subsidiaries prior to the Effective Time.
(d) The Bank and Purchaser Bank shall meet on a regular basis to discuss and plan for the conversion of the Bank’s data processing and related electronic informational systems to those used by Purchaser Bank, which planning shall include, but not be limited to, discussion of the possible termination by the Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by the Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that the Bank shall not be obligated to take any such action prior to the Effective Time and, unless the Bank otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that the Bank takes, at the request of Purchaser Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Purchaser Bank shall indemnify the Bank for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Parent Merger is not consummated for any reason other than a breach of this Agreement by Seller.
Appears in 2 contracts
Samples: Merger Agreement (S&t Bancorp Inc), Merger Agreement (S&t Bancorp Inc)
Access; Information. (a) Upon Camco agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford First Place and First Place’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, other authorized representatives such access during normal business hours during throughout the period prior to the Effective Time, Time to all its properties, the books, contractsrecords (including, commitments without limitation, Tax Returns and recordswork papers of independent auditors), properties and personnel of Camco and to such other information relating to Camco as First Place may reasonably request and, during such period, it shall furnish promptly to First Place all information concerning the business, properties and personnel of Camco as First Place may reasonably request, subject to applicable law.
(b) First Place agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford Camco and its authorized representatives such access during normal business hours to First Place’s personnel and to such other information relating to First Place as Camco may reasonably request, and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) Camco all other information concerning its business, properties and personnel as Peoples that Camco may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(bc) Neither Limestone nor Peoples willEach Party agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by Merger. Subject to the requirements of law, each Party shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.6 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement, and ) unless such information will (i) was already known to such Party without being disclosed pursuant to any other confidentiality agreement, (ii) becomes available to such Party from other sources not known by such Party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the Party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Merger shall otherwise fail to be consummated, each party Party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which Party that furnished the same. No investigation by either party any Party of the business and affairs of the any other Party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either partyany Party’s obligation to consummate the transactions contemplated by this AgreementMerger.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (First Place Financial Corp /De/), Merger Agreement (Camco Financial Corp)
Access; Information. (a) Upon FNBB agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford TriCo and TriCo’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, other authorized representatives such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, minutes and records of the FNBB Board, the First National Bank Board and their respective committees, Tax Returns and work papers of independent auditors), systems, properties, bookspersonnel and advisors of FNBB and its Subsidiaries and to such other information relating to FNBB and its Subsidiaries as TriCo may reasonably request, contracts, commitments provided that TriCo shall coordinate any and recordsall meetings with FNBB personnel with one or more designated representatives of FNBB, and, during such period, Limestone shall, and FNBB shall cause its Subsidiaries to, make available furnish promptly to Peoples TriCo (i) a copy of each report, schedule, registration statement and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking banking, lending, securities, consumer finance or insurance laws, privacy laws and (ii) all other information concerning its the business, properties and personnel of FNBB and its Subsidiaries as Peoples TriCo may reasonably request. Notwithstanding the foregoing, including periodic updates of the information provided in Section 5.01(hh). Limestone FNBB shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall not be required to provide access to or to disclose information (x) included in any communications, memoranda or work product prepared by advisors to FNBB, or confidential reports, documents or minutes of meetings of the FNBB Board, its committees or its management personnel, or similar materials to the extent directly or indirectly substantially related to or prepared in connection with the Transaction and the rights and obligations of FNBB under this Agreement, or (y) where such access or disclosure would jeopardize the attorney-client privilege of FNBB or any other Person in possession or control of such party information (after giving due consideration to the existence of any common interest, joint defense or its Subsidiaries similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall , provided that in any such event, FNBB will cooperate in good faith with TriCo to make reasonably appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, FNBB shall, upon the request of TriCo, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of TriCo regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably practicable after they become available, but in no event more than 30 thirty (30) days after the end of each calendar month quarter ending after the date hereofof this Agreement (other than the last quarter of each fiscal year ending December 31), Limestone FNBB will furnish deliver to Peoples (i) TriCo its unaudited consolidated financial statements (including balance sheets, sheet and consolidated statements of operations income, comprehensive income, changes in shareholders’ equity and stockholderscash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than forty (40) days after the end of each fiscal year, FNBB will deliver to TriCo its unaudited consolidated balance sheet and consolidated statements of income, changes in shareholders’ equityequity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within fifteen (15) days after the end of Limestone or any each month, FNBB will deliver to TriCo an unaudited consolidated balance sheet and consolidated statements of its Subsidiaries (to the extent available) as of and income, without related notes, for such month then ended, prepared in accordance with GAAP.
(iic) internal management reports showing actual financial performance against plan and previous period, and (iii) During the period from the date of this Agreement to the extent permitted by Effective Time, TriCo shall, upon the request of FNBB, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of FNBB regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, any reports provided as soon as reasonably available, but in no event more than thirty (30)days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), TriCo will deliver to FNBB its unaudited consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than forty (40) days after the end of each fiscal year, TriCo will deliver to FNBB its unaudited consolidated balance sheet and consolidated statements of income, changes in shareholders’ equity and comprehensive income and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within fifteen (15) days after the end of each month, TriCo will deliver to FNBB an unaudited consolidated balance sheet and consolidated statements of income, without related notes, for such month prepared in accordance with GAAP.
(d) All information furnished by FNBB pursuant to this Section 6.06 shall be subject to the Limestone Board or any committee thereof relating provisions of the Non-Disclosure Agreement, dated as of August 18, 2017 by and between TriCo and FNBB and all information furnished by TriCo pursuant to this Section 6.06 shall be subject to the financial performance provisions of the Non-Disclosure Agreement, dated as of October 18, 2017 by and risk management of Limestone or between TriCo and FNBB (such agreements, the “Confidentiality Agreements”).
(e) No investigation by any of its Subsidiariesthe parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.
Appears in 2 contracts
Samples: Merger Agreement (Trico Bancshares /), Merger Agreement (FNB Bancorp/Ca/)
Access; Information. (a) Upon Company and Buyer agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone shalleach shall afford the other party and its officers, employees, counsel, accountants, and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, other authorized representatives such access during normal business hours during throughout the period prior to the Effective TimeTime to its books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), properties, books, contracts, commitments and records, personnel and to such other information relating to it as the other party may reasonably request and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant furnish promptly to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) other party all other information concerning its business, properties properties, and personnel as Peoples the other party may reasonably request, including periodic updates including, without limitation, a good faith estimate of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (costs and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, fees that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it Company and its business as is relevant Subsidiaries expect to Limestone and its shareholders pay to retained representatives in connection with the transactions contemplated by this Agreement. Neither Limestone Notwithstanding the foregoing, neither Company nor Peoples, nor any of their Subsidiaries Buyer shall be required to provide access to or to disclose information information, where such access or disclosure would could reasonably be expected to (i) violate the rights of such entity’s customers, (ii) jeopardize the attorney-client privilege of the entity in possession or control of such information, (iii) result in the disclosure of any trade secrets of third parties; (iv) violate any obligation of Company or Buyer with respect to confidentiality (provided that the party who owes an obligation of confidentiality makes a reasonable effort to obtain a waiver of such obligation) including with respect to disclosure of regulatory examination ratings or its Subsidiaries other confidential supervisory information, or violate any fiduciary duty of Company or Buyer; (v) interfere with the prudent operation of such entity; or (vi) contravene any lawLaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding previous sentence apply.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either a party of the business and affairs of the other or its representatives shall affect or be deemed to modify or waive any representation, warranty, covenant covenant, or agreement of the other party set forth in this Agreement, or the conditions to either party’s obligation the respective obligations of Buyer and Company to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Cambridge Bancorp), Merger Agreement (Eastern Bankshares, Inc.)
Access; Information. (a) Upon Each of Valley Financial and Buyer agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Buyer or its Subsidiaries nor Peoples, nor any of their Valley Financial or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party Buyer, Valley Financial or its Subsidiaries their respective Subsidiaries, as the case may be, or contravene any law, judgment, decree, fiduciary duty applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples willEach agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Valley Financial Corp /Va/), Merger Agreement (BNC Bancorp)
Access; Information. (a) Upon reasonable notice and subject Subject to applicable laws relating Law, between the date of this Agreement and the earlier of the Closing or the termination of this Agreement pursuant to the exchange of informationArticle VII, Limestone shallupon reasonable advance written notice, and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone Parent shall, and shall cause its Subsidiaries to, make available (1) provide to Peoples Buyer and its Representatives access during normal business hours of the Acquired Companies to the officers, employees, properties (isubject to the terms of the relevant leases), Contracts, books and records (including Tax Returns and information relating to Taxes) a copy of each report, schedule, registration statement and other documents filed assets of the Acquired Companies (it being agreed and understood that such books or received by it during such period pursuant records made available in the Data Room shall constitute sufficient access hereunder) as Buyer may reasonably request (other than any of the foregoing that relate to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements of federal securities laws or federal or state banking or insurance lawsset forth in Section 5.01, any Acquisition Proposal) and (ii2) all other furnish promptly such information concerning its businessofficers, properties employees, properties, Contracts, books and personnel records (including copies of Tax Returns and information relating to Taxes) and other assets of the Acquired Companies as Peoples Buyer may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, howeverthat any such access shall be conducted at Buyer’s expense, that at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies or their Representatives and in no event such a manner as not to interfere unreasonably with the normal operations of the Acquired Companies or Parent. Nothing herein shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board require Parent or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose any information where to the extent such access or disclosure (A) would jeopardize the reasonably be expected to result in a waiver of attorney-client privilege privilege, work product doctrine or similar privilege, (B) would reasonably be expected to violate any applicable Law or any Contract or other written obligations or fiduciary duties of such party Party or its Subsidiaries (C) relate to any Acquisition Proposal or contravene any law, judgment, decree, fiduciary duty Change of Recommendation or binding agreement entered into prior the actions of the Parent Board. Parent will use it reasonable best efforts to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under in circumstances in which where the restrictions of the preceding previous sentence applyapplies.
(b) Neither Limestone nor Peoples willBuyer and Parent shall comply with, nor and shall either party’s Representativescause their respective Representatives to comply with, use any all of their respective obligations under the Confidentiality Agreement, dated February 14, 2019 (the “Confidentiality Agreement”), between Buyer and Parent with respect to the information obtained disclosed under this Section 5.06 and otherwise pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and with such information will be subject obligations thereunder being deemed to survive until the confidentiality provisions of Section 6.16Closing.
(c) In the event that this Agreement is terminated or the transactions contemplated by Nothing contained in this Agreement shall otherwise fail give Buyer or its Affiliates, directly or indirectly, prior to Closing, any rights to conduct or cause to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No conducted any environmental investigation by either party of the business and affairs current or former operations or facilities of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or Acquired Companies without the conditions to either party’s obligation to consummate the transactions contemplated by this Agreementprior written consent of Parent.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Spirit MTA REIT), Equity Purchase Agreement (Hospitality Properties Trust)
Access; Information. (a) Upon Each of Centra and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone United or its Subsidiaries nor Peoples, nor any of their Centra or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party United, Centra or its Subsidiaries their respective Subsidiaries, as the case may be, or contravene any law, judgment, decree, fiduciary duty applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples willEach agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but .
(d) The provisions of this Section 7.05 are in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous periodaddition to, and (iii) to not in lieu of that certain letter agreement dated October 5, 2010, between United and Xxxxx, Xxxxxxxx & Xxxxx, Inc, the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management terms of Limestone or any of its Subsidiarieswhich are hereby specifically confirmed.
Appears in 2 contracts
Samples: Merger Agreement (Centra Financial Holdings Inc), Merger Agreement (United Bankshares Inc/Wv)
Access; Information. (a) Upon Each of Virginia Commerce and Buyer agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Buyer or its Subsidiaries nor Peoples, nor any of their Virginia Commerce or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party Buyer, Virginia Commerce or its Subsidiaries their respective Subsidiaries, as the case may be, or contravene any law, judgment, decree, fiduciary duty applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples willEach agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (United Bankshares Inc/Wv), Merger Agreement (Virginia Commerce Bancorp Inc)
Access; Information. (a) Upon Each of Parent and the Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party, and shall cause each of its Subsidiaries tothe other party’s officers, afford Representatives of Peoplesemployees, reasonable accesscounsel, accountants and other authorized representatives, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i1) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii2) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request; provided that the foregoing shall not require Parent or the Company (A) to permit any inspection, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time or to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, howeverdisclose any information, that in no event the reasonable judgment of Parent or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if Parent or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such Peoples Representative be invited third party to such inspection or permitted disclosure or (B) to attend disclose any executive session privileged information of Limestone’s BoardParent or the Company, Limestone Bank’s board as the case may be, or any meeting at which Limestone reasonably determines that such attendance is inconsistent with of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of Parent or the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank boardCompany, as applicable. Upon the reasonable request of Limestonecase may be, Peoples shall furnish or such reasonable information about it and its business Person as is relevant to Limestone and its shareholders in connection with the transactions contemplated may be designated by this Agreement. Neither Limestone nor Peoples, nor any either of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize executive officers, as the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applycase may be.
(b) Neither Limestone nor Peoples willEach party agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information will (1) was already known to such party, (2) becomes available to such party from other sources not known by such party to be subject to bound by a confidentiality obligation, (3) is disclosed with the confidentiality provisions prior written approval of Section 6.16.
the providing party or (c4) In the event that is or becomes readily ascertainable from publicly available sources. If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party, except to the same. No investigation by either party of the business and affairs of the other shall affect or extent such action would be deemed to modify or waive any representationinconsistent with applicable law, warrantyregulation, covenant or agreement in this Agreementlegal process, or the conditions to either applicable party’s obligation to consummate the transactions contemplated by this Agreementinternal policies and procedures.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Provident Bankshares Corp), Merger Agreement (M&t Bank Corp)
Access; Information. (a) Upon CMS and Customers agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone shalleach shall afford the other and their respective officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, such reasonable access, access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as each may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples the other (i) a copy of each material report, schedule, registration statement application, notice and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance lawsLaws, and (ii) all other information concerning its the business, properties and personnel of such party as Peoples the other party may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; providedIn no event, however, shall CMS or Customers be obligated to (i) provide access or disclose any information to the other where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with discuss the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to Acquisition Proposal or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of any other subject matter such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyreasonably determines should be treated as confidential.
(b) Neither Limestone nor Peoples willEach of CMS and Customers agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject . Subject to the confidentiality provisions requirements of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedLaw, each party shall promptly upon request will keep confidential, and will cause its representatives to keep confidential, all copies of documents or extracts thereof containing information and data documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to another the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party hereto from other sources not known by such party to be returned to bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which furnished the samesuch information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event each of CMS and Customers shall cause one or more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (representatives to confer with representatives of the extent available) other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each of CMS and for such month then endedCustomers will promptly notify the other party of any material change in the normal course of its business or in the operation of its properties and, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable lawLaw, of any reports provided to governmental complaints, investigations or hearings (or communications indicating that the Limestone Board same may be contemplated), or any committee thereof relating to the financial performance and risk management institution or the threat of Limestone material litigation involving such party or any of its Subsidiaries. Without limiting the foregoing, senior officers of CMS and Customers shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial and operational affairs of CMS and Customers and their Subsidiaries, in accordance with applicable law, and each party shall give due consideration to the other’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Customers nor any of its Subsidiaries shall under any circumstance be permitted to exercise control of CMS or any of its Subsidiaries prior to the Effective Time.
(d) Representatives of Customers Bank and CMS Bank shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems used by CMS Bank to those used by Customers Bank, or vice versa, which planning shall include, but not be limited to, discussion of the possible termination by Customers Bank or CMS Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Customers Bank or CMS Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services. Neither Customers Bank nor CMS Bank shall be obligated to take any such action prior to the Effective Time and, unless otherwise agreed by Customers Bank and CMS Bank, no conversion shall take place prior to the Effective Time. In the event that CMS Bank takes, at the request of Customers Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Customers Bank shall indemnify CMS Bank for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Parent Merger is not consummated for any reason other than a breach of this Agreement by CMS.
Appears in 2 contracts
Samples: Merger Agreement (CMS Bancorp, Inc.), Merger Agreement (Customers Bancorp, Inc.)
Access; Information. (aA) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone each party shall, and shall cause each of its Subsidiaries to, afford Representatives to the officers, employees, accountants, counsel and other representatives of Peoplesthe other party, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and commitments, records, officers, employees, accountants, counsel and other representatives and, during such period, Limestone it shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and the other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) party all other information concerning its business, properties and personnel as Peoples the other party may reasonably request. Unless otherwise specifically requested by the receiving party, including periodic updates or unless the disclosing party otherwise notifies the receiving party of the impracticality of electronic delivery, information provided in pursuant to this Section 5.01(hh). Limestone 6.5(A) shall invite one Representative be delivered by posting the same on the electronic data site maintained by the parties for the disclosure and review of Peoples selected by Peoples from time information related to time to attend, solely as an observer, all meetings of the Limestone Board (Merger and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreementconnected therewith. Neither Limestone nor Peoples, party nor any of their its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the any attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this AgreementExecution Date. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dB) During the period from the date of this Agreement Execution Date to the Effective Time, as soon as reasonably practicable after they become availableeach of WBC, but Whidbey Island Bank, Frontier and Frontier Bank shall, and shall cause its representatives to, confer on a regular and frequent basis with representatives of the other. AGREEMENT AND PLAN OF MERGER 35
(C) Each of WBC and Frontier shall promptly notify the other of (1) any material change in no event more than 30 days after the end business or operations of each calendar month ending after it or its Subsidiaries, (2) any material complaints, investigations or hearings (or communications indicating that the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equitysame may be contemplated) of Limestone any Regulatory Authority relating to it or its Subsidiaries, (3) the initiation or threat of material litigation involving or relating to it or its Subsidiaries, or (4) any event or condition that might reasonably be expected to cause any of its Subsidiaries (or its Subsidiaries’ representations or warranties set forth in this Agreement not to the extent available) be true and correct in all material respects as of and for such month then ended, the Effective Time or prevent it or its Subsidiaries from fulfilling its or their obligations under this Agreement.
(iiD) internal management reports showing actual financial performance against plan and previous periodAll information furnished to Frontier or WBC by the other party hereto pursuant to Section 6.5(A) shall be subject to, and the parties shall hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated June 7, 2007 (iii) to the extent permitted by applicable law“Confidentiality Agreement”), any reports provided to the Limestone Board or any committee thereof relating to the financial performance between Frontier and risk management of Limestone or any of its SubsidiariesWBC.
Appears in 1 contract
Access; Information. (a) Upon Piedmont agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford United and United’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), properties, bookspersonnel and to such other information as United may reasonably request, contracts, commitments and records, and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples United (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples United may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Piedmont nor Peoples, nor any of their its Subsidiaries shall be required to provide access to or to disclose information that contain competitively sensitive business or other proprietary or confidential information filed under claim of confidentiality (including any confidential supervisory information) or any other matter that the Piedmont Board has been advised by counsel that such distribution to United may violate a confidentiality obligation or fiduciary duty, or where such access or disclosure would jeopardize the attorney-client privilege of such party Piedmont or its Subsidiaries Subsidiaries, as the case may be, or contravene any law, judgment, decree, fiduciary duty applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The parties shall ; and in any such event, Piedmont or its Subsidiaries will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples willEach of Piedmont and United agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.04 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the other party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, Piedmont shall promptly furnish United with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but .
(d) The provisions of this Section 7.04 are in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous periodaddition to, and not in lieu of, that certain mutual confidentiality and nondisclosure agreement dated March 25, 2024, between United and Piedmont (iii) to the extent permitted by applicable law“Confidentiality Agreement”), any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management terms of Limestone or any of its Subsidiarieswhich are specifically confirmed.
Appears in 1 contract
Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone each party shall, and shall cause each of its Subsidiaries to, afford the Other Parties and their Representatives of Peoples, reasonable access, during normal business hours during throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, historical records as reasonably requested and, during such period, Limestone it shall, and shall cause its Subsidiaries to, make available furnish promptly to Peoples (i) such Person and its Representatives a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking securities law (other than reports or insurance lawsdocuments that PNR or MLP or their respective Subsidiaries, and (ii) all other information concerning its businessas the case may be, properties and personnel as Peoples may reasonably request, including periodic updates of the information provided in Section 5.01(hhare not permitted to disclose under applicable Law). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attendNotwithstanding the foregoing, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone neither MLP nor Peoples, PNR nor any of their respective Subsidiaries shall be required to (A) provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such party or its Subsidiaries information or contravene any law, judgment, decreeLaw, fiduciary duty or binding agreement entered into prior to the date of this AgreementAgreement or (B) allow any invasive sampling or testing of their properties. The parties shall hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the immediately preceding sentence apply.
(b) Neither Limestone nor Peoples willPNR and MLP, nor shall either party’s Representativesrespectively, will not use any information obtained pursuant to this Section 6.05 6.5 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated (i) to the consummation of the transactions Merger Transactions or (ii) the matters contemplated by this AgreementSection 6.2 in accordance with the terms thereof, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause hold all copies of documents or extracts thereof containing information and data as documents obtained pursuant to another party hereto to be returned to the party which furnished the samethis Section 6.5 in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this AgreementMerger Transactions.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Pioneer Southwest Energy Partners L.P.)
Access; Information. (a) Upon Seller agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford Purchaser and Purchaser’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, such reasonable access, access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as Purchaser may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples Purchaser (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period Seller pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii) all other information concerning its the business, properties and personnel of Seller as Peoples Purchaser may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; providedIn no event, however, is Seller obligated to (i) provide access or disclose any information to Purchaser where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that in no event shall such Peoples Representative be invited to or permitted to attend any executive session discuss of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall Acquisition Proposal or any other subject matter Seller reasonably determines should be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applytreated as confidential.
(b) Neither Limestone nor Peoples willEach of Purchaser and Seller agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject . Subject to the confidentiality provisions requirements of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedlaw, each party shall promptly upon request will keep confidential, and will cause its representatives to keep confidential, all copies of documents or extracts thereof containing information and data documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to another the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party hereto from other sources not known by such party to be returned to bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which furnished the samesuch information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, Seller shall promptly furnish Purchaser with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (S&t Bancorp Inc)
Access; Information. (a) Upon reasonable notice PDI hereby covenants to and subject to applicable laws relating to the exchange of information, Limestone shallagrees with Celestial, and Celestial hereby covenants to and agrees with PDI, that upon reasonable notice, it shall cause each of afford the other party and its Subsidiaries toofficers, afford Representatives of Peoplesemployees, reasonable counsel, accountants and other authorized representatives, access, during normal business hours during throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, records and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples the other (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor PeoplesCelestial or PDI, nor any of their Subsidiaries respective subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client or similar privilege of with respect to such party or its Subsidiaries information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementhereof. The parties shall will use their reasonable best efforts to make appropriate substitute disclosure arrangements under arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples will, nor party shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this AgreementAgreement and, if this Agreement is terminated, will hold all information and documents obtained pursuant to this paragraph in confidence (as provided in Section 6.7) unless and until such time as such information will or documents become publicly available other than by reason of any action or failure to act by the party required to hold such information in confidence or as such party is advised by counsel that any such information or document is required by applicable law to be subject to the confidentiality provisions of Section 6.16disclosed.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s 's obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Seller agrees that upon reasonable notice and subject to applicable laws law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, Limestone shallit shall afford Purchaser Parent and Purchaser Parent’s and Purchaser Bank’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, other authorized representatives such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, bookspersonnel and advisors of Seller and its Subsidiaries and to such other information relating to Seller and its Subsidiaries as Purchaser Parent may reasonably request, contracts, commitments provided that Purchaser Parent shall coordinate any and recordsall meetings with Seller personnel with one or more designated representatives of Seller, and, during such period, Limestone shall, and Seller shall cause its Subsidiaries to, make available furnish as promptly as reasonably practicable to Peoples Purchaser Parent (i) a copy of each material report, schedulefiling, schedule or registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking banking, lending, securities, consumer finance or insurance privacy laws, in each case, to the extent such report, filing, schedule or registration statement is not publicly available, and (ii) all other information concerning its the business, properties and personnel of Seller and its Subsidiaries as Peoples Purchaser Parent may reasonably request. Notwithstanding the foregoing, including periodic updates of the information provided in Section 5.01(hh). Limestone Seller shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Seller or any other Person in possession or control of such party information (after giving due consideration to the existence of any common interest, joint defense or its Subsidiaries similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall Agreement (including without limitation, restrictions on sharing confidential supervisory information), provided that in any such event, Seller will work in good faith with Purchaser Parent to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to During the period from the date of this Section 6.05 (as well as any other information obtained prior Agreement to the Effective Time, Seller shall, upon the request of Purchaser Parent, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Purchaser Parent regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 calendar days after the end of each calendar quarter ending after the date hereof in connection with the entering into of this Agreement) Agreement (other than the last quarter of each fiscal year ending December 31), Seller will deliver to Purchaser Parent its consolidated balance sheet, consolidated statement of income and comprehensive income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows, in each case, on a preliminary basis and without related notes, for any purpose unrelated such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 calendar days after the end of each fiscal year, Seller will deliver to Purchaser Parent its consolidated balance sheet, consolidated statement of income and comprehensive income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for such year prepared in accordance with GAAP, in each case, on a preliminary basis. Subject to applicable law, within 15 calendar days after the consummation end of the transactions contemplated by this Agreementeach month, Seller will deliver to Purchaser Parent a consolidated balance sheet and consolidated statement of income and comprehensive income, without related notes, for such information will be subject to the confidentiality provisions of Section 6.16month prepared in accordance with GAAP, in each case, on a preliminary basis.
(c) In Purchaser Parent agrees that upon reasonable notice and subject to applicable law, regulation or policies imposed by any Governmental Authority relating to the event exchange of information, it shall afford Seller and Seller’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of Purchaser Parent and its Subsidiaries and to such other information relating to Purchaser Parent and its Subsidiaries as Seller may reasonably request, provided that Seller shall coordinate any and all meetings with Purchaser Parent personnel with one or more designated representatives of Purchaser Parent, and, during such period, Purchaser Parent shall furnish as promptly as reasonably practicable to Seller (i) a copy of each report, filing schedule or registration statement filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws, in each case, to the extent such report, filing, schedule or registration statement is not publicly available, and (ii) all other information concerning the business, properties and personnel of Purchaser Parent and its Subsidiaries as Seller may reasonably request. Notwithstanding the foregoing, Purchaser Parent shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of Purchaser Parent or any other Person in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or agreement entered into prior to the date of this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail (excluding without limitation, restrictions on sharing confidential supervisory information), provided that in any such event, Purchaser Parent will work in good faith with Seller to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreementmake appropriate substitute disclosure arrangements.
(d) During the period from the date of this Agreement to the Effective Time, Purchaser Parent shall, upon the request of Seller, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Seller regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably practicable available, but in no event more than 15 calendar days after they become the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), Purchaser Parent will deliver to Seller its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, in each case, on a preliminary basis and without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 calendar days after the end of each fiscal year, Purchaser Parent will deliver to Seller its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP, in each case, on a preliminary basis. Subject to applicable law, within 15 calendar month ending days after the date hereofend of each month, Limestone Purchaser Parent will furnish deliver to Peoples (i) Seller a consolidated financial statements (including balance sheets, sheet and consolidated statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and income, without related notes, for such month then endedprepared in accordance with GAAP, in each case, on a preliminary basis.
(iie) internal management reports showing actual financial performance against plan and previous period, and (iii) All information furnished pursuant to this Section 6.06 shall be subject to the extent permitted provisions of the letter agreements, dated as of December 2, 2019, by applicable law, any reports provided to and between Purchaser Parent and Seller (the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or “Confidentiality Agreement”).
(f) No investigation by any of its Subsidiariesthe parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone each party shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoplesthe Other Parties and their Representatives, reasonable access, during normal business hours during throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, and to its Representatives, and, during such period, Limestone it shall, and shall cause its Subsidiaries to, make available furnish promptly to Peoples such Person and its Representatives (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking securities law (other than reports or insurance lawsdocuments that Holdings or Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning its business, properties and personnel as Peoples the Other Parties may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Holdings nor Peoples, Partners nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such party or its Subsidiaries information or contravene any law, judgment, decreeLaw, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the immediately preceding sentence apply.
(b) Neither Limestone nor Peoples willPartners and Holdings, nor shall either party’s Representativesrespectively, will not use any information obtained pursuant to this Section 6.05 6.5 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this AgreementAgreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause hold all copies of documents or extracts thereof containing information and data as documents obtained pursuant to another party hereto to be returned to the party which furnished the samethis Section 6.5 in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Each of Parent and the Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party, and shall cause each of its Subsidiaries tothe other party’s officers, afford Representatives of Peoplesemployees, reasonable accesscounsel, accountants and other authorized representatives, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i1) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance lawslaws , and (ii2) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request; provided that the foregoing shall not require Parent or the Company (A) to permit any inspection, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time or to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, howeverdisclose any information, that in no event the reasonable judgment of Parent or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if Parent or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such Peoples Representative be invited third party to such inspection or permitted disclosure or (B) to attend disclose any executive session privileged information of Limestone’s BoardParent or the Company, Limestone Bank’s board as the case may be, or any meeting at which Limestone reasonably determines that such attendance is inconsistent with of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of Parent or the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank boardCompany, as applicable. Upon the reasonable request of Limestonecase may be, Peoples shall furnish or such reasonable information about it and its business Person as is relevant to Limestone and its shareholders in connection with the transactions contemplated may be designated by this Agreement. Neither Limestone nor Peoples, nor any either of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize executive officers, as the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applycase may be.
(b) Neither Limestone nor Peoples willEach party agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information will (1) was already known to such party, (2) becomes available to such party from other sources not known by such party to be subject to bound by a confidentiality obligation, (3) is disclosed with the confidentiality provisions prior written approval of Section 6.16.
the providing party or (c4) In the event that is or becomes readily ascertainable from publicly available sources. If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party, except to the same. No investigation by either party of the business and affairs of the other shall affect or extent such action would be deemed to modify or waive any representationinconsistent with applicable law, warrantyregulation, covenant or agreement in this Agreementlegal process, or the conditions to either applicable party’s obligation internal policies and procedures.
(c) In addition to consummate the confidentiality arrangements contained in this Plan, all information provided or obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by Parent or the Company, as the case may be in accordance with and subject to the terms of the Confidentiality Agreement.
, dated May 15, 2007, between Parent and the Company (d) During the period from “Confidentiality Agreement”). In the date event of a conflict or inconsistency between the terms of this Agreement to Plan and the Effective TimeConfidentiality Agreement, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end terms of each calendar month ending after the date hereof, Limestone this Plan will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiariesgovern.
Appears in 1 contract
Access; Information. (a) Upon Seller agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford Parent and Parent’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, such reasonable access, access upon prior notice and at mutually agreeable times during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as Parent may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples Parent (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period Seller pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii) all other information concerning its the business, properties and personnel of Seller as Peoples Parent may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; providedIn no event, however, is Seller obligated to (i) provide access or disclose any information to Parent where such access or disclosure would violate any agreement not to disclose confidential information or applicable laws or regulations; or (ii) provide access to board minutes that in no event shall such Peoples Representative be invited to or permitted to attend any executive session discuss of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall Acquisition Proposal or any other subject matter Seller reasonably determines should be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applytreated as confidential.
(b) Neither Limestone nor Peoples willEach of Parent and Seller agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject . Subject to the confidentiality provisions requirements of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedlaw, each party shall promptly upon request will keep confidential, and will cause its representatives to keep confidential, all copies of documents or extracts thereof containing information and data documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to another the date hereof in connection with the entering into of this Agreement) unless such party hereto demonstrates that such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be returned to bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which furnished the samesuch information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event Seller shall cause one or more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (representatives to confer with representatives of Parent and report the extent available) general status of its ongoing operations at such times as Parent may reasonably request. Seller will promptly notify Parent of and for such month then endedany material change in the normal course of its business or in the operation of its properties and, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, of any reports provided governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Seller or any of its Subsidiaries. Without limiting the foregoing, senior officers of Parent and Seller shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial and operational affairs of Seller and its Subsidiaries, in accordance with applicable law, and Seller shall give due consideration to Parent’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Parent nor any of its Subsidiaries shall under any circumstance be permitted to exercise control of Seller or any of its Subsidiaries prior to the Limestone Board Effective Time.
(d) Seller and Bank shall meet on a regular basis to discuss and plan for the conversion of the Seller’s data processing and related electronic informational systems to those used by Bank, which planning shall include, but not be limited to, discussion of the possible termination by Seller of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Seller in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services, it being understood that Seller shall not be obligated to take any committee thereof relating such action prior to the financial performance Effective Time and, unless Seller otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that Seller takes, at the request of Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Bank shall indemnify Seller for any such fees and risk management charges, and the costs of Limestone reversing the conversion process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by Seller.
(e) During the period from the date of this Agreement to the Effective Time, Parent will promptly notify Seller of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Parent or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (S&t Bancorp Inc)
Access; Information. (a) Upon Each of ICBC and First Citizens agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party's officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request. In addition, including periodic updates ICBC agrees to (i) provide First Citizens with notice and copies of the information written materials provided to ICBC and Bank directors in Section 5.01(hh). Limestone shall invite one Representative connection with all of Peoples selected by Peoples from time to time to attend, solely as an observer, all their board meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) held after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited other than any information relating to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated hereunder, and (ii) invite representatives of First Citizens to attend ICBC and Bank directors' meetings, as mutually agreed upon by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyFirst Citizens and ICBC.
(b) Neither Limestone nor Peoples willEach of ICBC and First Citizens agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s 's obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Grandpoint agrees that upon reasonable notice and subject to applicable laws law, regulation or policies imposed by any Governmental Authority relating to the exchange of information, Limestone shallit shall afford PPBI and PPBI’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, other authorized representatives such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, bookspersonnel and advisors of Grandpoint and its Subsidiaries and to such other information relating to Grandpoint and its Subsidiaries as PPBI may reasonably request, contracts, commitments provided that PPBI shall coordinate any and recordsall meetings with Grandpoint personnel with one or more designated representatives of Grandpoint, and, during such period, Limestone shall, and Grandpoint shall cause its Subsidiaries to, make available furnish promptly to Peoples PPBI (i) a copy of each report, schedule, registration statement and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking banking, lending, securities, consumer finance or insurance laws, privacy laws and (ii) all other information concerning its the business, properties and personnel of Grandpoint and its Subsidiaries as Peoples PPBI may reasonably request. Notwithstanding the foregoing, including periodic updates of the information provided in Section 5.01(hh). Limestone Grandpoint shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Grandpoint or any other Person in possession or control of such party information (after giving due consideration to the existence of any common interest, joint defense or its Subsidiaries similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall , provided that in any such event, Grandpoint will work in good faith with PPBI to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to During the period from the date of this Section 6.05 (as well as any other information obtained prior Agreement to the Effective Time, Grandpoint shall, upon the request of PPBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of PPBI regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably available, but in no event more than 15 days after the end of each calendar quarter ending after the date hereof in connection with the entering into of this Agreement) Agreement (other than the last quarter of each fiscal year ending December 31), Grandpoint will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income and changes in shareholders equity, without related notes, for any purpose unrelated such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each fiscal year, Grandpoint will deliver to PPBI its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in shareholder equity and cash flows for such year prepared in accordance with GAAP. Grandpoint shall use its commercially reasonable best efforts to deliver to PPBI its audited consolidated balance sheet as of December 31, 2017 and audited consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the consummation year ended December 31, 2017 by no later than March 9, 2018. Subject to applicable law, within 15 days after the end of the transactions contemplated by this Agreementeach month, Grandpoint will deliver to PPBI a consolidated balance sheet and consolidated statements of income, without related notes, for such information will be subject to the confidentiality provisions of Section 6.16month prepared in accordance with GAAP.
(c) In the event PPBI agrees that this Agreement is terminated upon reasonable notice and subject to applicable law, regulation or the transactions contemplated policies imposed by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned any Governmental Authority relating to the party which furnished exchange of information, it shall afford Grandpoint and Grandpoint’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours throughout the sameperiod prior to the Effective Time to the books, records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of PPBI and its Subsidiaries and to such other information relating to PPBI and its Subsidiaries as Grandpoint may reasonably request, provided that Grandpoint shall coordinate any and all meetings with PPBI personnel with one or more designated representatives of PPBI, and, during such period, PPBI shall furnish promptly to Grandpoint (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of federal or state banking, lending, securities, consumer finance or privacy laws and (ii) all other information concerning the business, properties and personnel of PPBI and its Subsidiaries as Grandpoint may reasonably request. No investigation by either party Notwithstanding the foregoing, PPBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of PPBI or any other Person in possession or control of such information (after giving due consideration to the business and affairs existence of any common interest, joint defense or similar agreement between the other shall affect parties) or be deemed to modify or waive contravene any representationlaw, warrantyrule, covenant regulation, order, judgment, decree, fiduciary duty or agreement in entered into prior to the date of this Agreement, or the conditions provided that in any such event, PPBI will work in good faith with Grandpoint to either party’s obligation to consummate the transactions contemplated by this Agreementmake appropriate substitute disclosure arrangements.
(d) During the period from the date of this Agreement to the Effective Time, PPBI shall, upon the request of Grandpoint, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Grandpoint regarding its consolidated financial condition, operations and business and matters relating to the completion of the Transaction. Subject to applicable law, as soon as reasonably practicable available, but in no event more than 15 days after they become the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), PPBI will deliver to Grandpoint its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows, without related notes, for such quarter prepared in accordance with GAAP, and, as soon as reasonably available, but in no event more than 30 days after the end of each calendar month ending fiscal year, PPBI will deliver to Grandpoint its consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows for such year prepared in accordance with GAAP. Subject to applicable law, within 15 days after the date hereofend of each month, Limestone PPBI will furnish deliver to Peoples (i) Grandpoint a consolidated financial statements (including balance sheets, sheet and consolidated statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and income, without related notes, for such month then ended, prepared in accordance with GAAP.
(iie) internal management reports showing actual financial performance against plan and previous period, and (iii) All information furnished pursuant to this Section 6.06 shall be subject to the extent permitted provisions of the letter agreement, dated as of December 1, 2017, by applicable law, any reports provided to and between PPBI and Grandpoint (the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or “Confidentiality Agreement”).
(f) No investigation by any of its Subsidiariesthe parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other parties set forth herein.
Appears in 1 contract
Access; Information. (a) Upon CBC shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallLCNB and its Representatives, and shall cause each of its Subsidiaries to, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective Time, Closing Date to all its properties, the books, contractsrecords (including, commitments without limitation, Tax Returns and recordswork papers of independent auditors), properties and personnel and such other information of the Bank as LCNB may reasonably request and, during such period, Limestone shall, to the extent permitted by applicable law and shall cause its Subsidiaries to, make available to Peoples regulations (i) shall furnish promptly to LCNB a copy of each material report, schedule, registration statement schedule and other documents document filed by or received by it during such period on behalf of the Bank pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, ; and (ii) shall grant access to all other information concerning its the business, properties and personnel of the Bank as Peoples LCNB may reasonably request, including periodic updates . CBC shall cause the Bank to invite two Representatives of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples LCNB selected by Peoples LCNB from time to time to attend, solely as an observerobservers, all meetings of the Limestone Bank Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative LCNB Representatives be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board the Bank Board or any meeting at which Limestone the Bank reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyBoard.
(b) Neither Limestone nor Peoples willLCNB will not, nor shall either party’s Representativesand will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 5.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.165.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective TimeClosing Date, CBC shall deliver to LCNB the weekly and monthly unaudited financial statements of the Bank prepared for its internal use and the report of condition and income of the Bank for each quarterly period completed prior to the Closing Date as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (LCNB Corp)
Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone each party shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoplesthe other parties and, reasonable to the extent requested by Holdings, any Receiving Party who has executed a Confidentiality Agreement, and their officers, employees, counsel, accountants and other authorized representatives, access, during normal business hours during throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, and to its officers, employees, counsel, accountants or other authorized representatives, and, during such period, Limestone it shall, and shall cause its Subsidiaries to, make available furnish promptly to Peoples such Person and its representatives (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking securities Law (other than reports or insurance lawsdocuments that Holdings or Partners or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Holdings nor Peoples, Partners nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such party or its Subsidiaries information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willPartners and Holdings, nor shall either party’s Representativesrespectively, will not use any information obtained pursuant to this Section 6.05 6.5 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions matters contemplated by this Agreement shall otherwise fail to be consummatedor (ii) the matters contemplated by Section 6.14 in accordance with the terms thereof, each party shall promptly upon request cause and will hold all copies of documents or extracts thereof containing information and data as documents obtained pursuant to another party hereto to be returned to the party which furnished the samethis paragraph in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions matters contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Samples: Simplification of Capital Structure Agreement (Magellan Midstream Partners Lp)
Access; Information. (a) Upon A. Except as prohibited by any Legal Requirement, for the purpose of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, upon reasonable notice from the other Party, each Party will (and subject to applicable laws relating to the exchange of information, Limestone shall, and shall will cause each of its Subsidiaries to): (i) afford the other Party and its employees, afford officers and authorized Representatives (including legal counsel, accountants and consultants) full access to its properties, books and records (and those of Peoples, reasonable access, its Subsidiaries) during normal business hours during so that such other Party may have the period prior opportunity to make such reasonable investigation as it will desire to make of the Effective Time, to all affairs of such Party and its properties, books, contracts, commitments and records, and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance lawsSubsidiaries, and (ii) all furnish such other Party with such additional financial and operating data and other information concerning as to its businessbusiness and properties as such other Party may, properties and personnel as Peoples may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attendtime, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreementrequest. Neither Limestone nor Peoples, Party nor any of their its Subsidiaries shall will be required to provide afford access to or to disclose information where such access or disclosure that would jeopardize the attorney-client privilege (after giving due consideration to the existence of such any common interest, joint defense or similar agreement between the parties), contravene any binding arrangement with any third party or its Subsidiaries or contravene violate any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this AgreementLegal Requirement. The parties shall will make appropriate substitute disclosure arrangements under in circumstances in which where the restrictions of the preceding previous sentence applyapplies.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated B. No access or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party a Party of the business and affairs of the other shall Party under this Section 7.08 or otherwise will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of such other Party in this Agreement or any Schedule delivered in accordance with this Agreement, or the conditions to either partythe Party’s obligation to consummate the transactions contemplated by this Agreement, or any remedies available to the Party under this Agreement.
(d) During C. Notwithstanding anything to the period from contrary in this Section 7.08, neither Party shall be required to copy the date other Party on any documents that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that the board of such Party has been advised by counsel that such distribution to the Effective Timeother Party may violate a confidentiality obligation or fiduciary duty or any Legal Requirement, as soon as reasonably practicable after they become availableor may result in a waiver of its attorney-client privilege. In the event any of the restrictions in this Section 7.08C shall apply, but in no event more than 30 days after the end of each calendar month ending after the date hereofsuch Party shall use its commercially reasonable efforts to provide appropriate consents, Limestone will furnish waivers, decrees, and approvals necessary to Peoples (i) consolidated financial statements satisfy any confidentiality issues relating to documents prepared or held by third parties (including balance sheetswork papers), statements the parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of operations sensitive material and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiariesensure compliance with Legal Requirement.
Appears in 1 contract
Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone each party shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoplesthe Other Parties and their Representatives, reasonable access, during normal business hours during throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, and to its Representatives, and, during such period, Limestone it shall, and shall cause its Subsidiaries to, make available furnish promptly to Peoples such Person and its Representatives (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking securities law (other than reports or insurance lawsdocuments that Partners or Xxxxxx or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning its business, properties and personnel as Peoples the Other Parties may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Xxxxxx nor Peoples, Partners nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such party or its Subsidiaries information or contravene any law, judgment, decreeLaw, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the immediately preceding sentence apply.
(b) Neither Limestone nor Peoples willPartners and Xxxxxx, nor shall either party’s Representativesrespectively, will not use any information obtained pursuant to this Section 6.05 6.5 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this AgreementAgreement or (ii) the matters contemplated by Section 6.6 in accordance with the terms thereof, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause hold all copies of documents or extracts thereof containing information and data as documents obtained pursuant to another party hereto to be returned to the party which furnished the samethis Section 6.5 in confidence. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Carrollton and Jefferson agree that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone shalleach shall afford the other and their respective officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, such reasonable access, access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as each may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples the other (i) a copy of each material report, schedule, registration statement application, notice and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance lawsLaws, and (ii) all other information concerning its the business, properties and personnel of such party as Peoples the other party may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; providedIn no event, however, shall Carrollton or Jefferson be obligated to (i) provide access or disclose any information to the other where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with discuss the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to Acquisition Proposal or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of any other subject matter such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyreasonably determines should be treated as confidential.
(b) Neither Limestone nor Peoples willEach of Carrollton and Jefferson agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject . Subject to the confidentiality provisions requirements of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedLaw, each party shall promptly upon request will keep confidential, and will cause its representatives to keep confidential, all copies of documents or extracts thereof containing information and data documents obtained pursuant to this Section 7.05 (as well as any other information obtained prior to another the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party hereto from other sources not known by such party to be returned to bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which furnished the samesuch information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event each of Carrollton and Jefferson shall cause one or more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (representatives to confer with representatives of the extent available) other party and report the general status of its ongoing operations at such times as the other party may reasonably request. Each of Carrollton and for such month then endedJefferson will promptly notify the other party of any material change in the normal course of its business or in the operation of its properties and, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable lawLaw, of any reports provided to governmental complaints, investigations or hearings (or communications indicating that the Limestone Board same may be contemplated), or any committee thereof relating to the financial performance and risk management institution or the threat of Limestone material litigation involving such party or any of its Subsidiaries. Without limiting the foregoing, senior officers of Carrollton and Jefferson shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial and operational affairs of Carrollton and Jefferson and their Subsidiaries, in accordance with applicable law, and each party shall give due consideration to the other’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither Jefferson nor any of its Subsidiaries shall under any circumstance be permitted to exercise control of Carrollton or any of its Subsidiaries prior to the Effective Time.
(d) Representatives of Bay Bank and Carrollton Bank shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems used by Bay Bank to those used by Carrollton Bank, or vice versa, which planning shall include, but not be limited to, discussion of the possible termination by Bay Bank or Carrollton Bank of third-party service provider arrangements effective at the Effective Time or at a date thereafter, non-renewal of personal property leases and software licenses used by Bay Bank or Carrollton Bank in connection with its systems operations, retention of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary or self-provided system services. Neither Bay Bank nor Carrollton Bank shall be obligated to take any such action prior to the Effective Time and, unless otherwise agreed by Bay Bank and Carrollton Bank, no conversion shall take place prior to the Effective Time. In the event that Carrollton Bank takes, at the request of Bay Bank, any action relative to third parties to facilitate the conversion that results in the imposition of any termination fees or charges, Bay Bank shall indemnify Carrollton Bank for any such fees and charges, and the costs of reversing the conversion process, if for any reason the Parent Merger is not consummated for any reason other than a breach of this Agreement by Carrollton.
Appears in 1 contract
Access; Information. (a) Upon Strata and Middlesex agree that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallStrata shall afford Middlesex and Middlesex’s officers, employees, and shall cause each of its Subsidiaries toRepresentatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Mid-Tier Effective Time, Time to all its properties, the books, contractsrecords (including, commitments without limitation, Tax Returns and recordswork papers of independent auditors but excluding confidential information contained in personnel files to the extent the disclosure of such information is prohibited by privacy laws), properties and personnel, and to such other information as Middlesex may reasonably request and, during such period, Limestone shall, and Strata shall cause its Subsidiaries to, make available furnish promptly to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) Middlesex all other information concerning its business, properties and personnel as Peoples Middlesex may reasonably request. Representatives of Strata’s senior management shall meet periodically with representatives of Middlesex’s senior management to coordinate post-closing integration planning, including periodic updates working toward conforming Strata’s asset/liability management, lending practice, credit review and administrative and related policies and practices to those of Middlesex. Notwithstanding anything to the information provided contrary contained in this Section 5.01(hh7.6(a). Limestone , Strata shall invite one Representative of Peoples selected by Peoples from time not be obligated, and shall not be obligated to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor cause any of their Subsidiaries shall be required its Subsidiaries, to provide afford to Middlesex any access to any of its properties, books, contracts, commitments, and records relating to, or to disclose information where such access in respect of, any pricing information, customer specific information, or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyother similar competitively sensitive information.
(b) Neither Limestone nor Peoples willEach party agrees that it shall not, nor and shall either party’s Representativescause its Representatives not to, use any information obtained pursuant to this Section 6.05 7.6 (as well as any other information obtained prior to the date hereof of this Agreement in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by Transactions. Subject to the requirements of law, each party shall keep confidential, and shall cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.6 (as well as any other information obtained prior to the date of this Agreement in connection with the entering into of this Agreement), and unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains, or (civ) is or becomes readily ascertainable from publicly available sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement Transactions shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either any party of the business and affairs of the any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either any party’s obligation to consummate the transactions contemplated by this AgreementTransactions.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Mercantile agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford PCBI and its officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized Representatives, afford Representatives of Peoplessuch access, upon reasonable accessrequest, during normal business hours during hours, throughout the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant Time to the requirements of federal securities laws or federal or state banking or insurance laws, books and (ii) all other information concerning its business, properties and personnel records as Peoples PCBI may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willDuring the period from the date hereof to the Effective Time, nor each party will cause one or more of its designated representatives to confer from time to time, as either party may reasonably request, with representatives of the other party regarding its business, operations, prospects, assets and financial condition and matters relating to the completion of the transactions contemplated hereby. Within 25 days after the end of each month, each party shall either party’s Representativesprovide the other party with a consolidated statement of financial condition and a consolidated statement of earnings, without related notes, for such month prepared in accordance with past practices. On a weekly basis, Mercantile and Mercantile Bank shall furnish PCBI with a report, in such detail as reasonably requested by PCBI, indicating all loans which have been originated, purchased or sold during such week as well as all applications for loans which have been received for processing (“pipeline report”).
(c) Each of Mercantile and PCBI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
which such information pertains or (civ) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Peoples Community Bancorp Inc /Md/)
Access; Information. (a) Upon The Company agrees that upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone shall, it will (and shall will cause each of its Subsidiaries to) afford Acquirer, afford Representatives of Peoplesand Acquirer’s Representatives, reasonable access, such access during normal business hours during throughout the period prior before the Effective Time to the Effective Timebooks, to all its records (including Tax Returns and supporting documentation and work papers of independent auditors), properties, bookspersonnel and to such other information as Acquirer may reasonably request (and in addition to any such access, contracts, commitments and records, shall also furnish the foregoing to the Acquirer to the extent practicable) and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available it will furnish promptly to Peoples Acquirer (i1) a copy of each report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance lawssecurities Laws, and (ii2) all other information concerning its the business, properties and personnel of it as Peoples Acquirer may reasonably request, including periodic updates for purposes of facilitating the Integration. In addition, and without limiting Table of Contents the foregoing, the Company shall provide Acquirer with its audited financial statements when available and shall complete the audit of its financial statements for the year ending on December 31, 2020 as soon as possible after December 31, 2020. Furthermore, the Company shall provide the Acquirer with such access as it may deem necessary and appropriate to conduct an audit or audits of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it Company and its business as is relevant to Limestone Subsidiaries and its shareholders in connection with the transactions contemplated by this Agreementtheir respective operations and performance. Neither Limestone nor Peoples, the Company nor any of their its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize jeopardizes the attorney-attorney client privilege of the institution in possession or control of such party information or its Subsidiaries or contravene contravenes any law, judgmentrule, regulation, order, judgment or decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willSubject to the requirements of Law and except as necessary to enforce the terms of this Agreement, nor shall either party’s Representativeseach party (until the Effective Time) agrees that it will not, and will cause its respective Representatives not to, use any information obtained pursuant to or documents it may obtain from the other party in connection with this Section 6.05 Agreement and the transactions contemplated hereby (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, hereby and such information will be subject to the confidentiality provisions of Section 6.16.
(c) Integration. In the event that this Agreement is terminated or the transactions contemplated by this Agreement hereby shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another the other party hereto and its Subsidiaries to be destroyed or returned to such other party. Notwithstanding the party which furnished the same. No investigation by foregoing, either party and its respective Representatives may keep copies of the business Transaction Information required by bona fide record retention policies established for the purpose of compliance with applicable laws and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreementregulations.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (LendingClub Corp)
Access; Information. (a) Upon reasonable notice and subject to applicable laws Laws relating to the exchange of information, Limestone each party shall, and shall cause each of its Subsidiaries to, afford Representatives of Peoplesthe other parties and their officers, reasonable employees, counsel, accountants and other authorized representatives, access, during normal business hours during throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, Limestone it shall, and shall cause its Subsidiaries to, make available furnish promptly to Peoples such Person and its representatives (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking securities law (other than reports or insurance lawsdocuments that Midstream or CEQP or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Midstream nor Peoples, CEQP nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such party or its Subsidiaries information or contravene any law, judgment, decreeLaw, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willCEQP and Midstream, nor shall either party’s Representativesrespectively, will not use any information obtained pursuant to this Section 6.05 6.6 or Section 6.7 (as well as to which it was not entitled under Law or any agreement other information obtained prior to the date hereof in connection with the entering into of than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this AgreementAgreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause hold all copies of documents or extracts thereof containing information and data as documents obtained pursuant to another party hereto to be returned to the party which furnished the samethis Section 6.6 or Section 6.7 in confidence. No investigation by either such party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either such party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Each of PSC and Buyer agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and the other party’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples (isuch other party xxx) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance securities laws, and (iixxxi) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone Buyer or its Subsidiaries nor Peoples, nor any of their PSC or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party Buyer, PSC or its Subsidiaries their respective Subsidiaries, as the case may be, or contravene any law, judgment, decree, fiduciary duty applicable law or regulation or binding contract, agreement or arrangement entered into prior to the date of this Agreement. The ; and in any such event, the parties shall will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applyarrangements.
(b) Neither Limestone nor Peoples willEach party agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the Merger and the other transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information will xxxii) was already known to such party, xxxiii) becomes available to such party from other sources not known by such party to be subject bound by a confidentiality obligation, xxxiv) is disclosed with the prior written approval of the party to the confidentiality provisions of Section 6.16.
(cwhich such information pertains or xxxv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which that furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available.
(d) A representative of Buyer designated by Buyer shall be invited and entitled to attend all meetings of the boards of directors of PSC, but in no event more than 30 days after PBC and Peoples Bank and the end loan committee meetings of each calendar month ending after the date hereofPeoples Bank; provided however, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements such individual shall be excluded from any portions of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof board meetings involving discussions relating to the financial performance and risk management transactions contemplated by this Agreement, discussions relating to matters which are otherwise deemed to be confidential, subject to attorney-client privilege of Limestone PSC or any of its Subsidiaries, or contravene any applicable law or regulation. Board and loan committee packages and notices shall be submitted by PSC, PBC and Peoples Bank, as the case may be, to the representative of Buyer simultaneously with their submission to board members and loan committee members, provided that confidential information or other similar information referred to in the preceding sentence may be excluded therefrom.
Appears in 1 contract
Access; Information. (a) Upon Each party agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and its officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as the other party may reasonably request and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and other documents filed or received by it during such period pursuant party shall furnish promptly to the requirements other party all information concerning the business, properties and personnel of federal securities laws or federal or state banking or insurance lawsa party as the other party may reasonably request, and (ii) all other information concerning its business, properties and personnel as Peoples may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples Main Street shall furnish such reasonable information about it promptly to BB&T a copy of each material report, schedule and its business as is relevant other document filed by Main Street pursuant to Limestone and its shareholders in connection with the transactions contemplated by this Agreementany federal or state securities or banking laws. Neither Limestone nor Peoples, nor any of their Subsidiaries party shall be required to provide access to the other party or to disclose information where such access or disclosure would violate or prejudice the rights of a party’s customers, jeopardize the any attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willEach of BB&T and Main Street agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject . Subject to the confidentiality provisions requirements of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedlaw, each party shall promptly upon request will keep confidential, and will cause its representatives to keep confidential, all copies of documents or extracts thereof containing information and data documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to another the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party hereto from other sources not known by such party to be returned to bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which furnished the samesuch information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, Main Street shall promptly furnish BB&T with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Seller agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford Purchaser and Purchaser's officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, such reasonable access, access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as Purchaser may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples Purchaser (i) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period Seller pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii) all other information concerning its the business, properties and personnel of Seller as Peoples Purchaser may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; providedIn no event, however, is Seller obligated to (i) provide access or disclose any information to Purchaser where such access or disclosure would violate any agreement not to disclose confidential information; or (ii) provide access to board minutes that in no event shall such Peoples Representative be invited to or permitted to attend any executive session discuss of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall Acquisition Proposal or any other subject matter Seller reasonably determines should be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applytreated as confidential.
(b) Neither Limestone nor Peoples willEach of Purchaser and Seller agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject . Subject to the confidentiality provisions requirements of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummatedlaw, each party shall promptly upon request will keep confidential, and will cause its representatives to keep confidential, all copies of documents or extracts thereof containing information and data documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to another the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party hereto from other sources not known by such party to be returned to bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which furnished the samesuch information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s 's obligation to consummate the transactions contemplated by this Agreement.
(dc) During the period from the date of this Agreement to the Effective Time, Seller shall promptly furnish Purchaser with copies of all monthly and other interim financial statements produced in the ordinary course of business as soon as reasonably practicable after they the same shall become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Ibt Bancorp Inc)
Access; Information. (aA) Upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone each party shall, and shall cause each of its Subsidiaries to, afford Representatives to the officers, employees, accountants, counsel and other representatives of Peoplesthe other party, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and commitments, records, officers, employees, accountants, counsel and other representatives and, during such period, Limestone it shall, and shall cause its Subsidiaries to, make available to Peoples (i) a copy of each report, schedule, registration statement and the other documents filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii) party all other information concerning its business, properties and personnel as Peoples the other party may reasonably request. Unless otherwise specifically requested by the receiving party, including periodic updates or unless the disclosing party otherwise notifies the receiving party of the impracticality of electronic delivery, information provided in pursuant to this Section 5.01(hh). Limestone 6.5(A) shall invite one Representative be delivered by posting the same on the electronic data site maintained by the parties for the disclosure and review of Peoples selected by Peoples from time information related to time to attend, solely as an observer, all meetings of the Limestone Board (Merger and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreementconnected therewith. Neither Limestone nor Peoples, party nor any of their its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the any attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this AgreementExecution Date. The parties hereto shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples will, nor shall either party’s Representatives, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and such information will be subject to the confidentiality provisions of Section 6.16.
(c) In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this Agreement.
(dB) During the period from the date of this Agreement Execution Date to the Effective Time, as soon as reasonably practicable after they become availableeach of WBC, but Whidbey Island Bank, Frontier and Frontier Bank shall, and shall cause its representatives to, confer on a regular and frequent basis with representatives of the other.
(C) Each of WBC and Frontier shall promptly notify the other of (1) any material change in no event more than 30 days after the end business or operations of each calendar month ending after it or its Subsidiaries, (2) any material complaints, investigations or hearings (or communications indicating that the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equitysame may be contemplated) of Limestone any Regulatory Authority relating to it or its Subsidiaries, (3) the initiation or threat of material litigation involving or relating to it or its Subsidiaries, or (4) any event or condition that might reasonably be expected to cause any of its Subsidiaries (or its Subsidiaries’ representations or warranties set forth in this Agreement not to the extent available) be true and correct in all material respects as of and for such month then ended, the Effective Time or prevent it or its Subsidiaries from fulfilling its or their obligations under this Agreement.
(iiD) internal management reports showing actual financial performance against plan and previous periodAll information furnished to Frontier or WBC by the other party hereto pursuant to Section 6.5(A) shall be subject to, and the parties shall hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated June 7, 2007 (iii) to the extent permitted by applicable law“Confidentiality Agreement”), any reports provided to the Limestone Board or any committee thereof relating to the financial performance between Frontier and risk management of Limestone or any of its SubsidiariesWBC.
Appears in 1 contract
Access; Information. (a) Upon Each of PNC and the Company agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party, and shall cause each of its Subsidiaries tothe other party's officers, afford Representatives of Peoplesemployees, reasonable accesscounsel, accountants and other authorized representatives, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i1) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking laws (including pursuant to any agreements with, commitments to or insurance lawsorders of any Governmental Entity, including any related action plan), and (ii2) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request; PROVIDED THAT the foregoing shall not require PNC or the Company (i) to permit any inspection, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time or to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, howeverdisclose any information, that in no event the reasonable judgment of PNC or the Company, as the case may be, would result in disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if PNC or the Company, as the case may be, shall have used reasonable efforts to obtain the consent of such Peoples Representative be invited third party to such inspection or permitted disclosure or (ii) to attend disclose any executive session privileged information of Limestone’s BoardPNC or the Company, Limestone Bank’s board as the case may be, or any meeting at which Limestone reasonably determines that such attendance is inconsistent with of its subsidiaries. All requests for information made pursuant to this Section 5.5 shall be directed to an executive officer of PNC or the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank boardCompany, as applicable. Upon the reasonable request of Limestonecase may be, Peoples shall furnish or such reasonable information about it and its business Person as is relevant to Limestone and its shareholders in connection with the transactions contemplated may be designated by this Agreement. Neither Limestone nor Peoples, nor any either of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize executive officers, as the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applycase may be.
(b) Neither Limestone nor Peoples willEach party agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this AgreementPlan) for any purpose unrelated to the consummation of the transactions contemplated by this AgreementPlan. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Plan) unless such information will (1) was already known to such party, (2) becomes available to such party from other sources not known by such party to be subject to bound by a confidentiality obligation, (3) is disclosed with the confidentiality provisions prior written approval of Section 6.16.
the providing party or (c4) In the event that is or becomes readily ascertainable from publicly available sources. If this Agreement Plan is terminated or the transactions contemplated by this Agreement Plan shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another the other party hereto to be returned to the party which furnished other party.
(c) In addition to the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement confidentiality arrangements contained in this AgreementPlan, all information provided or the conditions to either party’s obligation to consummate obtained in connection with the transactions contemplated by this Plan (including pursuant to clause (a) above) will be held by PNC in accordance with and subject to the terms of the Confidentiality Agreement.
, dated May 21, 2004, between PNC and the Company (d) During the period from "CONFIDENTIALITY AGREEMENT"). In the date event of a conflict or inconsistency between the terms of this Agreement to Plan and the Effective TimeConfidentiality Agreement, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end terms of each calendar month ending after the date hereof, Limestone this Plan will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiariesgovern.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc)
Access; Information. (a) Upon The Bank agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit will afford Parent, and shall cause each of its Subsidiaries toParent's officers, afford Representatives of Peoplesemployees, reasonable accesscounsel, accountants and other authorized Representatives, such access during normal business hours during throughout the period prior before the Effective Time to the Effective Timebooks, to all its records (including Tax Returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as Parent may reasonably request and, during such period, Limestone shall, and shall cause its Subsidiaries to, make available it will furnish promptly to Peoples Parent (i1) a copy of each report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws, and (ii2) all other information concerning its the business, properties and personnel of it as Peoples Parent may reasonably request. In addition, including periodic updates of the information provided in Section 5.01(hh)Bank shall provide Parent final monthly general ledger reports for each month end beginning with January 31, 2006 until the Effective Time as promptly as they become available. Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone The Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall will not be required to provide afford access to or to disclose information where such access or disclosure that would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreementwith any third party. The parties shall will make appropriate substitute disclosure arrangements under in circumstances in which where the restrictions of the preceding previous sentence applyapplies.
(b) Neither Limestone nor Peoples willNo investigation by Parent of the business and affairs of the Bank, nor shall either party’s Representativespursuant to this Section 6.8 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement.
(c) Parent will hold any information it may obtain from the Bank in connection with this Agreement and the transactions contemplated hereby which is nonpublic and confidential to the extent required by, and in accordance with, the Confidentiality Agreement.
(d) The Bank agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to or documents it may obtain from Parent in connection with this Section 6.05 Agreement and the transactions contemplated hereby (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by hereby. Subject to the requirements of law, the Bank will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained from Parent in connection with this Agreement and the transactions contemplated hereby (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement, and ) unless such information is disclosed with the prior written approval of Parent. If the Bank or any of its Representatives is required to disclose any information obtained from Parent in connection with this Agreement or the transactions contemplated hereby in connection with any judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigation Demand or similar process), the Bank will be subject in advance of such disclosure provide the Parent with prompt notice of such requirement(s). The Bank also agrees, to the confidentiality provisions extent legally permissible, to provide the Parent, in advance of Section 6.16.
any such disclosure, with a list of any information or documents the Bank intends to disclose (cand, if applicable, the text of the disclosure language itself) and to cooperate with Parent to the extent it may seek to limit such disclosure, including, if requested, taking all reasonable steps to resist or avoid any such judicial or administrative proceedings referred to above. If, in the absence of a protective order or the receipt of a waiver from Parent after a request in writing therefor is made by the Bank (such request to be made as soon as practicable to allow Parent a reasonable amount of time to respond thereto), the Bank or its Representatives are legally required to disclose any information or documents to any tribunal to avoid censure or penalty, the Bank may disclose such information without liability hereunder. In the event that this Agreement is terminated or the transactions contemplated by this Agreement hereby shall otherwise fail to be consummated, each party the Bank shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto Parent and its Subsidiaries to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party’s obligation to consummate the transactions contemplated by this AgreementParent.
(d) During the period from the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Each of Virginia Bancorp and CHC agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, Limestone shallit shall afford the other party and their officers, employees, counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of Peoples, reasonable access, such access during normal business hours during throughout the period prior to the Effective TimeTime to the books, to all its records (including, without limitation, tax returns and work papers of independent auditors), properties, books, contracts, commitments personnel and records, to such other information as any party may reasonably request and, during such period, Limestone shall, and it shall cause its Subsidiaries to, make available furnish promptly to Peoples such other party (i1) a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, and (ii2) all other information concerning its the business, properties and personnel of it as Peoples the other may reasonably request, including periodic updates of the information provided in Section 5.01(hh). Limestone shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as an observer, all meetings of the Limestone Board (and committees thereof) and Limestone Bank board (including Limestone Bank’s loan committee) after the date of this Agreement; provided, however, that in no event shall such Peoples Representative be invited to or permitted to attend any executive session of Limestone’s Board, Limestone Bank’s board or any meeting at which Limestone reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the Limestone Board or Limestone Bank board, as applicable. Upon the reasonable request of Limestone, Peoples shall furnish such reasonable information about it and its business as is relevant to Limestone and its shareholders in connection with the transactions contemplated by this Agreement. Neither Limestone nor Peoples, nor any of their Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Neither Limestone nor Peoples willEach of Virginia Bancorp and CHC agrees that it will not, nor shall either party’s Representativesand will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and such will cause its representatives to keep confidential, all information will be subject and documents obtained pursuant to this Section 6.05 in accordance with the confidentiality provisions terms of Section 6.16.
(c) this Agreement and that certain Confidentiality Agreement dated as of July 22, 2011, by and between CHC and Virginia Bancorp. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly upon request cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. .
(c) No investigation by either party Virginia Bancorp or CHC of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either the party’s obligation to consummate the transactions contemplated by this Agreement.
(d) During . Notwithstanding anything contained in this Agreement to the period from contrary, neither party shall be required to provide access or disclose information where such access or disclosure would violate the rights of its customers, jeopardize the attorney-client privilege of the party or person in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of this Agreement to the Effective Time, as soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date hereof, Limestone will furnish to Peoples (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Limestone or any of its Subsidiaries (to the extent available) as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan and previous period, and (iii) to the extent permitted by applicable law, any reports provided to the Limestone Board or any committee thereof relating to the financial performance and risk management of Limestone or any of its SubsidiariesAgreement.
Appears in 1 contract
Samples: Merger Agreement (City Holding Co)