Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial and Peoples shall, and shall cause each of its Subsidiaries to, afford Representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and shall cause its Subsidiaries to, make available to the other party (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 the other party may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as observer, all meetings of the NB&T Financial Board (and committees thereof) and NBTC board 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 NB&T Financial’s or NBTC’s board, any meeting at which NB&T Financial reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial Board or NBTC board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposed. (b) Neither NB&T Financial 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 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, each of NB&T Financial and Peoples will furnish to the other (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Nb&t Financial Group Inc)
Access; Information. (a) Upon reasonable notice and subject to applicable laws and regulations relating to the exchange of information, each of NB&T Financial and Peoples CNNB shall, and shall cause each of its Subsidiaries to, afford Representatives of the other partyLCNB, 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, CNNB shall, and shall cause its Subsidiaries to, make available to the other party LCNB (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 the other party LCNB may reasonably request, including periodic updates of the information provided in Section 5.03(ii5.01(gg). NB&T Financial CNNB shall invite one Representative of Peoples LCNB selected by Peoples LCNB from time to time to attend, solely as an observer, all meetings of the NB&T Financial CNNB Board (and committees thereof) and NBTC Cincinnati Federal board after the date of this Agreement; provided, however, that in no event shall such Peoples LCNB Representative be invited to or permitted to attend any executive session of NB&T Financialthe CNNB Board, Cincinnati Federal’s board or NBTC’s board, any meeting at which NB&T Financial CNNB reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial CNNB Board or NBTC Cincinnati Federal board, as applicable. Upon the reasonable request of CNNB, or any meeting or part of a meeting at which LCNB shall furnish such reasonable information about it and its business as is relevant to CNNB and its shareholders in connection with the transactions contemplated by this Agreement are to be discussedAgreement. Neither NB&T Financial CNNB nor PeoplesLCNB, 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, Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation . The parties shall make appropriate substitute 48 disclosure arrangements under circumstances in which the restrictions of the transactions contemplated hereby or an Acquisition Proposedpreceding sentence apply.
(b) Neither NB&T Financial CNNB nor Peoples LCNB 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, each of NB&T Financial and Peoples CNNB will furnish to the other LCNB (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of CNNB or any of its Subsidiaries (to the extent available 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 NB&T Financial Board or the Peoples CNNB Board or any committee thereof relating to the financial performance and risk management of the company CNNB or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)
Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial and Peoples Comunibanc shall, and shall cause each of its Subsidiaries to, afford Representatives of the other partyCivista, 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, Comunibanc shall, and shall cause its Subsidiaries to, make available to the other party Civista (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 the other party Civista may reasonably request, including periodic updates of the information provided in Section 5.03(ii5.01(gg). NB&T Financial Comunibanc shall invite allow one Representative of Peoples Civista selected by Peoples Civista from time to time to attend, solely as observerobservers, all meetings of the NB&T Financial Comunibanc Board (and committees thereof) and NBTC Xxxxx County Bank board after the date of this Agreement; provided, however, that in no event shall such Peoples Civista Representative be invited to or permitted to attend any executive session of NB&T FinancialComunibanc’s Board, Xxxxx County Bank’s board or NBTC’s board, any meeting at which NB&T Financial Comunibanc reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial Board or NBTC Comunibanc Board, Xxxxx County Bank board, as applicable. Upon the reasonable request of Comunibanc, or any meeting or part of a meeting at which Civista shall furnish such reasonable information about it and its business as is relevant to Comunibanc and its shareholders in connection with the transactions contemplated by this Agreement are to be discussedAgreement. Neither NB&T Financial Comunibanc nor PeoplesCivista, 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, Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation . The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the transactions contemplated hereby or an Acquisition Proposedpreceding sentence apply.
(b) Neither NB&T Financial Comunibanc nor Peoples Civista 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 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, each of NB&T Financial and Peoples Comunibanc will furnish to the other Civista (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Comunibanc or any of its Subsidiaries (to the extent available 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 NB&T Financial Board or the Peoples Comunibanc Board or any committee thereof relating to the financial performance and risk management of the company Comunibanc or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon Farmers shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial City and Peoples shallits Representatives, and shall cause each of its Subsidiaries to, afford Representatives of the other party, reasonable access, 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 Farmers and Farmers Deposit Bank, and shall cause its Subsidiaries tosuch other information as City may reasonably request and, make available to the other party during such period, (i) shall furnish promptly to City a copy of each material report, schedule, registration statement schedule and other documents document filed by Farmers or received by it during such period Farmers Deposit Bank pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of Farmers or Farmers Deposit Bank as the other party City may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial Farmers shall invite one Representative two Representatives of Peoples City selected by Peoples City from time to time to attend, solely as observerobservers, all meetings of the NB&T Financial Farmers Board (and committees thereof) and NBTC Farmers Deposit Bank board after the date of this Agreement; provided, however, that in no event shall such Peoples Representative City Representatives be invited to or permitted to attend any executive session of NB&T FinancialFarmers’ or Farmers Deposit Bank’s board or NBTC’s board, any meeting at which NB&T Financial Farmers reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial Farmers Board or NBTC Farmers Deposit Bank board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposed.
(b) Neither NB&T Financial nor Peoples willCity 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 to the confidentiality provisions of Section 6.166.15.
(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 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 samesame or to be destroyed. 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 Farmers shall deliver to City the end of each calendar month ending after the date hereof, each of NB&T Financial monthly and Peoples will furnish to the other (i) its quarterly unaudited consolidated financial statements (including balance sheets, statements of operations Farmers prepared for its internal use and stockholders’ equity) the report of condition and income of Farmers Deposit Bank for each quarterly period completed prior to the extent available Effective Date 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiaries.same shall become available. 13080998v7
Appears in 1 contract
Samples: Merger Agreement (City Holding Co)
Access; Information. (a) Upon First Capital shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial LCNB and Peoples shallits Representatives, and shall cause each of its Subsidiaries to, afford Representatives of the other party, reasonable access, 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 shall cause its Subsidiaries topersonnel and such other information as LCNB may reasonably request and, make available to the other party during such period, (i) shall furnish promptly to LCNB a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period or Citizens pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of First Capital or Citizens as the other party LCNB may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial First Capital shall invite one Representative two Representatives of Peoples LCNB selected by Peoples LCNB from time to time to attend, solely as observerobservers, all meetings of the NB&T Financial First Capital Board (and committees thereof) and NBTC Citizens board 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 portion of any executive session of NB&T FinancialFirst Capital’s or NBTC’s board, Citizens’ board or any meeting meeting: (i) at which NB&T Financial First Capital reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial First Capital Board or NBTC Citizens board, as applicable; (ii) discussing matters involving this Agreement; or (iii) discussing matters involving pending or threatened litigation or investigations if, in the opinion of counsel to First Capital or any meeting or part of a meeting at which Citizens, the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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 presence of such party designees would or its Subsidiaries, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior might adversely affect the privilege relating to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposedmatters being discussed.
(b) Neither NB&T Financial 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 (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 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 First Capital shall deliver to LCNB the end of each calendar month ending after the date hereof, each of NB&T Financial weekly and Peoples will furnish to the other (i) its quarterly unaudited consolidated financial statements (including balance sheets, statements of operations First Capital and stockholders’ equity) Citizens prepared for its internal use and the report of condition and income of Citizens for each quarterly period completed prior to the extent available Effective Date 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiariessame shall become available.
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)
Access; Information. (a) Upon Severn 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, each of NB&T Financial it shall afford SHBI and Peoples shallSHBI’s officers, employees, counsel, accountants and shall cause each of its Subsidiaries to, afford Representatives of the other party, reasonable access, authorized representatives such access during normal business hours during hours, provided that such access shall not interfere unnecessarily with the normal business operations of Severn or its Subsidiaries, throughout the period prior to the Effective Time, to all its the books (other than minutes or other records that discuss the Transaction), records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, books, contracts, commitments personnel and records, advisors of Severn and shall cause its Subsidiaries toand to such other information relating to Severn and its Subsidiaries as SHBI may reasonably request, make available provided that SHBI shall coordinate any and all meetings with Severn personnel with one or more designated representatives of Severn, and, during such period, Severn shall furnish promptly to the other party SHBI (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 Severn and its Subsidiaries as the other party SHBI may reasonably request. Notwithstanding the foregoing, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial Severn shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as observer, all meetings of the NB&T Financial Board (and committees thereof) and NBTC board 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 NB&T Financial’s or NBTC’s board, any meeting at which NB&T Financial reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial Board or NBTC board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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 Severn 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, or relating provided that in any such event, Severn will work in good faith with SHBI to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposedmake appropriate substitute disclosure arrangements.
(b) Neither NB&T Financial 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, Severn shall, upon the request of SHBI, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of SHBI 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 20 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), Severn will deliver to SHBI its consolidated balance sheet and consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows, 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, Severn will deliver to SHBI its consolidated balance sheet and consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for such year prepared in accordance with GAAP. Severn shall use its commercially reasonable best efforts to deliver to SHBI its audited consolidated balance sheet as of December 31, 2020 and audited consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for the consummation year ended December 31, 2020 by no later than March 31, 2021. Subject to applicable law, within 15 days after the end of the transactions contemplated by this Agreementeach month, Severn will deliver to SHBI a consolidated balance sheet and consolidated statements of operations, 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 SHBI 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 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 Severn and Severn’s officers, employees, counsel, accountants and other authorized representatives such access during normal business hours, provided that such access shall not interfere unnecessarily with the samenormal business operations of SHBI or its Subsidiaries, throughout the period prior to the Effective Time. No investigation by either party to the books (other than minutes or other records that discuss the Transaction), records (including, without limitation, Tax Returns and work papers of independent auditors), systems, properties, personnel and advisors of SHBI and its Subsidiaries and to such other information relating to SHBI and its Subsidiaries as Severn may reasonably request, provided that Severn shall coordinate any and all meetings with SHBI personnel with one or more designated representatives of SHBI, and, during such period, SHBI shall furnish promptly to Severn (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the business requirements of federal or state banking, lending, securities, consumer finance or privacy laws and affairs (ii) all other information concerning the business, properties and personnel of SHBI and its Subsidiaries as Severn may reasonably request. Notwithstanding the foregoing, SHBI shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of SHBI or any other shall affect Person in possession or be deemed control of such information (after giving due consideration to modify the existence of any common interest, joint defense or waive similar agreement between the parties) or 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, SHBI will work in good faith with Severn 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, SHBI shall, upon the request of Severn, cause one or more of its designated representatives to confer on a monthly or more frequent basis with representatives of Severn 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 20 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), SHBI will deliver to Severn its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in stockholders’ 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, SHBI will deliver to Severn its consolidated balance sheet and consolidated statements of income, comprehensive income, changes in stockholders’ 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, each of NB&T Financial SHBI will deliver to Severn a consolidated balance sheet and Peoples will furnish to the other (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) 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 by applicable law, any reports provided to the NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management provisions of the company or letter agreement, dated as of December 21, 2020 by and between SHBI and Severn (the “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 BNB shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial LCNB and Peoples shallits Representatives, and shall cause each of its Subsidiaries to, afford Representatives of the other party, reasonable access, 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 shall cause its Subsidiaries topersonnel and such other information as LCNB may reasonably request and, make available to the other party during such period, (i) shall furnish promptly to LCNB a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period or BNB Bank pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of BNB or BNB Bank as the other party LCNB may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial BNB shall invite one Representative two Representatives of Peoples LCNB selected by Peoples LCNB from time to time to attend, solely as observerobservers, all meetings of the NB&T Financial BNB Board (and committees thereof) and NBTC BNB Bank board 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 NB&T FinancialBNB’s or NBTCBNB Bank’s board, board or any meeting at which NB&T Financial BNB reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial BNB Board or NBTC BNB Bank board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposed.
(b) Neither NB&T Financial BNB nor Peoples LCNB will, nor shall either party’s parties’ 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 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, BNB shall deliver to LCNB the monthly and quarterly unaudited financial statements of BNB Bank prepared for its internal use and the report of condition and income of BNB Bank for each quarterly period completed prior to the Effective 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, each of NB&T Financial and Peoples will furnish to the other (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)
Access; Information. (a) Upon Pxxxx shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial City and Peoples shallits Representatives, and shall cause each of its Subsidiaries to, afford Representatives of the other party, 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 such other information as City may reasonably request and, contractsduring such period, commitments and records, and shall cause its Subsidiaries to, make available to the other party Pxxxx (i) shall promptly furnish to City a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period or Town Square pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of Pxxxx and Town Square as the other party City may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial Pxxxx shall invite one Representative two Representatives of Peoples City, as selected by Peoples City from time to time time, to attend, solely as observerobservers, all meetings of the NB&T Financial Pxxxx Board and the Town Square board of directors (and all committees thereofof such boards) and NBTC board after the date satisfaction of this Agreementthe condition set forth in Section 7.01(b); provided, however, that in no event shall such Peoples Representative City Representatives be invited to or permitted to attend any executive session of NB&T FinancialPxxxx’x or Town Square’s boards or NBTC’s boardany meeting, any meeting or portion of a meeting, at which NB&T Financial Pxxxx reasonably determines that such attendance is inconsistent with the fiduciary obligations obligations, regulatory guidance of the applicable Governmental Authorities or confidentiality requirements of the NB&T Financial Pxxxx Board or NBTC Town Square board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposed.
(b) Neither NB&T Financial Pxxxx nor Peoples City will, nor shall either party’s parties’ Representatives, use any information obtained pursuant to this Section 6.05 (6.05, as well as any other information obtained prior to the date hereof Agreement Date in connection with the entering into of this Agreement) , for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and . All 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 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 Date to the Effective Time, Pxxxx shall deliver to City the report of condition and income of Town Square and its Subsidiaries for each quarterly period completed prior to the Effective Date, promptly 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, each of NB&T Financial and Peoples will furnish to the other (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon CNC shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial and Peoples shallits officers, employees, legal counsel, accountants and shall cause each of its Subsidiaries toother authorized representatives, afford Representatives of the other party, reasonable access, 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 shall cause its Subsidiaries topersonnel and such other information as NB&T may reasonably request and, make available to the other party during such period, (i) shall furnish promptly to NB&T 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, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of CNC as the other party NB&T may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial CNC shall invite one Representative two representatives of Peoples NB&T selected by Peoples NB&T from time to time time, which representatives shall be NB&T directors and/or senior executive officers, to attend, solely as observerobservers, all meetings of the NB&T Financial Board boards of directors (and committees thereof) of CNC and NBTC board CNC Bank after the date of this Agreement; provided, however, that in no event shall such Peoples Representative NB&T representatives be invited to or permitted to attend any executive session of NB&T FinancialCNC’s or NBTCCNC Bank’s board, Board or any meeting at which NB&T Financial reasonably CNC determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial CNC Board or NBTC boardCNC Bank Board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposed.
(b) Neither NB&T Financial nor Peoples willwill 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 to the confidentiality provisions of Section 6.166.17.
(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 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 CNC and NB&T shall each calendar month ending after the date hereof, each of NB&T Financial and Peoples will furnish deliver to the other (i) its monthly and quarterly unaudited consolidated financial statements (including balance sheets, statements prepared for its internal use and the report of operations condition and stockholders’ equity) income for its subsidiary bank each quarterly period completed prior to the extent available Effective Date 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiariessame shall become available.
Appears in 1 contract
Access; Information. (a) Upon Xxxxx shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial City and Peoples shallits Representatives, and shall cause each of its Subsidiaries to, afford Representatives of the other party, 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 such other information as City may reasonably request and, contractsduring such period, commitments and records, and shall cause its Subsidiaries to, make available to the other party Xxxxx (i) shall promptly furnish to City a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period or Town Square pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of Xxxxx and Town Square as the other party City may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial Xxxxx shall invite one Representative two Representatives of Peoples City, as selected by Peoples City from time to time time, to attend, solely as observerobservers, all meetings of the NB&T Financial Xxxxx Board and the Town Square board of directors (and all committees thereofof such boards) and NBTC board after the date satisfaction of this Agreementthe condition set forth in Section 7.01(b); provided, however, that in no event shall such Peoples Representative City Representatives be invited to or permitted to attend any executive session of NB&T FinancialXxxxx’x or Town Square’s boards or NBTC’s boardany meeting, any meeting or portion of a meeting, at which NB&T Financial Xxxxx reasonably determines that such attendance is inconsistent with the fiduciary obligations obligations, regulatory guidance of the applicable Governmental Authorities or confidentiality requirements of the NB&T Financial Xxxxx Board or NBTC Town Square board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposed.
(b) Neither NB&T Financial Xxxxx nor Peoples City will, nor shall either party’s parties’ Representatives, use any information obtained pursuant to this Section 6.05 (6.05, as well as any other information obtained prior to the date hereof Agreement Date in connection with the entering into of this Agreement) , for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and . All 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 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 Date to the Effective Time, Xxxxx shall deliver to City the report of condition and income of Town Square and its Subsidiaries for each quarterly period completed prior to the Effective Date, promptly 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, each of NB&T Financial and Peoples will furnish to the other (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (City Holding Co)
Access; Information. (a) Upon Each of First Citizens and Futura shall afford, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial the other party and Peoples shall, and shall cause each of its Subsidiaries to, afford Representatives of the other party’s officers, reasonable employees, counsel, accountants and other authorized representatives such access, during normal business hours during throughout the period prior to the Effective Time, to all its the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, bookspersonnel and to such other information as such party may reasonably request in view of the relative interests of the parties in the transactions contemplated by this Agreement and, contractsduring such period, commitments and records, and shall cause its Subsidiaries to, make available to the other party (i) shall furnish promptly to such party a copy of each material report, schedule, registration statement schedule and other documents 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 (ii) shall grant access to all other information concerning its the business, properties and personnel of it as the other party may reasonably request, including periodic updates request in view of the information provided relative interests of the parties in Section 5.03(ii)the transactions contemplated by this Agreement. NB&T Financial Futura shall invite one Representative two representatives of Peoples First Citizens, which representatives shall be First Citizens directors and/or senior executive officers selected by Peoples from time First Citizens, to time to attend, solely as observer, all meetings of the NB&T Financial Board (attend any Futura and committees thereof) and NBTC board Champaign Bank directors’ meeting held after the date of this Agreement; provided, however, that in no event shall such Peoples Representative First Citizens representatives be invited to or be permitted to attend any executive session of NB&T FinancialFutura or Champaign Bank’s Board or NBTC’s board, any meeting at which NB&T Financial reasonably Futura, in its sole discretion, determines that such attendance is inconsistent with the Futura Board’s or the Champaign Bank Board’s fiduciary obligations or confidentiality requirements of the NB&T Financial Board or NBTC board, as applicable, or any meeting or part of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposedobligations.
(b) Neither NB&T Financial nor Peoples willparty shall, 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, Agreement and such information will be subject to the confidentiality provisions provision of Section 6.166.20.
(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 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, 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, each of NB&T Financial and Peoples will furnish to the other (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon NASB shall afford to, upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial Peoples, Peoples Bank and Peoples shalltheir Representatives, and shall cause each of its Subsidiaries to, afford Representatives of the other party, reasonable access, 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 shall cause its Subsidiaries topersonnel and such other information as Peoples and Peoples Bank may reasonably request and, make available to the other party during such period, (i) shall furnish promptly to Peoples and Peoples Bank 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, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of NASB as the other party Peoples and Peoples Bank may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial NASB shall invite one Representative two Representatives of Peoples selected by Peoples from time to time to attend, solely as observerobservers, all meetings of the NB&T Financial NASB Board (and committees thereof) and NBTC board after the date of this Agreement; provided, however, that in no event shall such Peoples Representative Representatives be invited to or permitted to attend any executive session of NB&T FinancialNASB’s board or NBTC’s board, any meeting at which NB&T Financial NASB reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial Board or NBTC boardNASB Board, as applicableincluding, or without limitation, any portion of any meeting or part of a meeting at which where this Agreement, the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial nor Peoples, nor or 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-matters involving attorney client privilege of such party or its Subsidiaries, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposedare being discussed.
(b) Neither NB&T Financial nor Peoples None of the parties will, nor shall either party’s their respective 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 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, each of NB&T Financial and Peoples will furnish to the other (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) 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 NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon CFB shall afford, upon reasonable notice and subject to applicable laws and regulations relating to the exchange of information, each of NB&T Financial LCNB and Peoples shallits Representatives, and shall cause each of its Subsidiaries to, afford Representatives of the other party, 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 such other information as LCNB may reasonably request and, contractsduring such period, commitments and records, and shall cause its Subsidiaries to, make available to the other party CFB (i) shall promptly furnish to LCNB a copy of each material report, schedule, registration statement schedule and other documents document filed or received by it during such period or Columbus First Bank pursuant to the requirements of federal securities laws or federal or state securities or banking or insurance laws, to the extent permitted by applicable law and regulations; and (ii) shall grant access to all other information concerning its the business, properties and personnel of CFB and Columbus First Bank as the other party LCNB may reasonably request, including periodic updates of the information provided in Section 5.03(ii). NB&T Financial CFB shall invite one Representative two Representatives of Peoples LCNB, as selected by Peoples LCNB from time to time time, to attend, solely as observerobservers, all meetings of the NB&T Financial CFB Board and the Columbus First Bank board of directors (and all committees thereofof such boards) and NBTC board after the date of this AgreementAgreement Date; provided, however, that in no event shall such Peoples Representative LCNB Representatives be invited to or permitted to attend any executive session of NB&T FinancialCFB’s or NBTCColumbus First Bank’s boardboards or any meeting, any meeting or portion of a meeting, at which NB&T Financial CFB reasonably determines that such attendance is inconsistent with the fiduciary obligations obligations, regulatory guidance of the applicable Governmental Authorities or confidentiality requirements of the NB&T Financial CFB Board or NBTC Columbus First Bank board, as applicable; provided, or further, that no such Representative shall be permitted to be in attendance for any meeting or part portion of a meeting at which the transactions contemplated by this Agreement are to be discussed. Neither NB&T Financial 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, contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date extent confidential supervisory information of this Agreement, any Regulatory Authority is discussed or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation of the transactions contemplated hereby or an Acquisition Proposedshared.
(b) Neither NB&T Financial CFB nor Peoples LCNB will, nor shall either party’s parties’ Representatives, use any information obtained pursuant to this Section 6.05 (6.05, as well as any other information obtained prior to the date hereof Agreement Date in connection with the entering into of this Agreement) , for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, and . All 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 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 Date 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, each of NB&T Financial and Peoples will furnish CFB shall deliver to the other LCNB (i) its the monthly and quarterly unaudited consolidated financial statements (including balance sheets, statements of operations CFB prepared for its internal use and stockholders’ equity) to the extent available as of and for such month then ended, (ii) internal management reports showing actual financial performance against plan the report of condition and previous period, income of Columbus First Bank and (iii) its Subsidiaries for each quarterly period completed prior to the extent permitted by applicable lawEffective Date, any reports provided to promptly as the NB&T Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company or any of its Subsidiariessame shall become available.
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)
Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Premier Financial and Peoples shall, and shall cause each of its Subsidiaries to, afford Representatives of the other partyPeoples, 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, Premier Financial shall, and shall cause its Subsidiaries to, make available to the other party 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 the other party Peoples may reasonably request, including periodic updates of the information provided in Section 5.03(ii5.01(hh). NB&T Premier Financial shall invite one Representative of Peoples selected by Peoples from time to time to attend, solely as observerobservers, all meetings of the NB&T Premier Financial Board (and committees thereof) and NBTC board Citizens Bank and Premier Bank boards 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 NB&T Premier Financial’s Board, Citizens Bank’s board or NBTCPremier Bank’s board, board or any meeting at which NB&T Premier Financial reasonably determines that such attendance is covered by or subject to the attorney-client privilege, inconsistent with the fiduciary obligations obligations, Regulatory Authority laws and/or guidance or confidentiality requirements of the NB&T Premier Financial Board Board, Citizens Bank board or NBTC Premier Bank board, as applicable. Upon the reasonable request of Premier Financial, or any meeting or part of a meeting at which Peoples shall furnish such reasonable information about it and its business as is relevant to Premier Financial and its shareholders in connection with the transactions contemplated by this Agreement are to be discussedAgreement. Neither NB&T Premier Financial 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, Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation . The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the transactions contemplated hereby or an Acquisition Proposedpreceding sentence apply.
(b) Neither NB&T Premier Financial 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 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, each of NB&T Premier Financial and Peoples will furnish to the other Peoples (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of Premier Financial or any of its Subsidiaries (to the extent available 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 NB&T Premier Financial Board or the Peoples Board or any committee thereof relating to the financial performance and risk management of the company Premier Financial or any of its Subsidiaries.
Appears in 1 contract
Access; Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of NB&T Financial and Peoples EFBI shall, and shall cause each of its Subsidiaries to, afford Representatives of the other party, LCNB 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, EFBI shall, and shall cause its Subsidiaries to, make available to the other party LCNB (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 the other party LCNB may reasonably request, including periodic updates of the information provided in Section 5.03(ii5.01(ff). NB&T Financial EFBI shall invite one Representative of Peoples LCNB selected by Peoples LCNB from time to time to attend, solely as an observer, all meetings of the NB&T Financial EFBI Board (and committees thereof) and NBTC Eagle Bank board after the date of this Agreement; provided, however, that in no event shall such Peoples LCNB Representative be invited to or permitted to attend any executive session of NB&T Financialthe EFBI Board, Eagle Bank’s board or NBTC’s board, any meeting at which NB&T Financial EFBI reasonably determines that such attendance is inconsistent with the fiduciary obligations or confidentiality requirements of the NB&T Financial EFBI Board or NBTC Eagle Bank board, as applicable. Upon the reasonable request of EFBI, or any meeting or part of a meeting at which LCNB shall furnish such reasonable information about it and its business as is relevant to EFBI and its shareholders in connection with the transactions contemplated by this Agreement are to be discussedAgreement. Neither NB&T Financial EFBI nor PeoplesLCNB, 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, Subsidiaries or contravene any law, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or relating to its directors’, officers’, employees’, agents’, investment bankers’ or financial advisors’ consideration or deliberation . The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the transactions contemplated hereby or an Acquisition Proposedpreceding sentence apply.
(b) Neither NB&T Financial EFBI nor Peoples LCNB 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, each of NB&T Financial and Peoples EFBI will furnish to the other LCNB (i) its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of EFBI or any of its Subsidiaries (to the extent available 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 NB&T Financial Board or the Peoples EFBI Board or any committee thereof relating to the financial performance and risk management of the company EFBI or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)