Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, neither Party shall, without the written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this Agreement being or becoming untrue, (b) any of the conditions to the Merger set forth in Article VIII below not being satisfied or (c) a material violation of any provision of this Agreement except, in each case, as may be required by applicable Law.
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Samples: Merger Agreement (National City Corp), Merger Agreement (Maf Bancorp Inc), Merger Agreement (Harbor Florida Bancshares Inc)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, the Agreement neither Party shallparty will, without the written consent of the other Party party (which consent will not be unreasonably withheld, conditioned withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this the Agreement being or becoming untrueuntrue in any material respect, (b) any of the conditions to the Merger set forth in Article VIII below VII not being satisfied or (c) a material violation of any provision of this the Agreement except, in each case, as may be required by applicable Lawlaw.
Appears in 3 contracts
Samples: Merger Agreement (National City Corp), Merger Agreement (National City Corp), Merger Agreement (Fort Wayne National Corp)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, neither Party shallparty will, without the written consent of the other Party party (which consent will not be unreasonably withheld, conditioned withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this the Agreement being or becoming untrueuntrue in any material respect, (b) any of the conditions to the Merger set forth in Article VIII below VII not being satisfied or (c) a material violation of any provision of this the Agreement except, in each case, as may be required by applicable Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Suntrust Banks Inc), Merger Agreement (Crestar Financial Corp)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by this the Agreement, neither Party shallparty will, without the written consent of the other Party party (which consent will not be unreasonably withheld, conditioned or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this the Agreement being or becoming untrue, (b) any of the conditions to the Merger set forth in Article VIII VII below not being satisfied or (c) a material violation of any provision of this the Agreement except, in each case, as may be required by applicable Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Wayne Bancorp Inc /Oh/), Merger Agreement (National City Corp)
Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, the Agreement neither Party shallparty will, without the written consent of the other Party party (which consent will not be unreasonably withheld, conditioned withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this the Agreement being or becoming untrueuntrue in any material respect, (b) any of the conditions to the Merger set forth in Article VIII below VII not being satisfied or (c) a material violation of any provision of this the Agreement except, in each case, as may be required by applicable Lawlaw. VI.
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Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, neither Party shallparty will, without the written consent of the other Party party (which consent will not be unreasonably withheld, conditioned withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this the Agreement being or becoming untrueuntrue in any material respect, (b) any of the conditions to the Merger set forth in Article VIII below VII not being satisfied or (c) a material violation of any provision of this the Agreement except, in each case, as may be required by applicable Law.law. 5.20
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Adverse Action. From the date hereof until the Effective Time, except as expressly contemplated by this the Agreement, neither Party shallparty will, without the written consent of the other Party party (which consent will not be unreasonably withheld, conditioned withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this the Agreement being or becoming untrue, (b) any of the conditions to the Merger set forth in Article VIII VII below not being satisfied or (c) a material violation of any provision of this the Agreement except, in each case, as may be required by applicable Lawlaw.
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Adverse Action. From the date hereof until the Effective Time, -------------- except as expressly contemplated by this the Agreement, neither Party shallparty will, without the written consent of the other Party party (which consent will not be unreasonably withheld, conditioned withheld or delayed) knowingly take any action that would, or would be reasonably likely to result in (a) any of its representations and warranties set forth in this the Agreement being or becoming untrue, (b) any of the conditions to the Merger set forth in Article VIII VII below not being satisfied or (c) a material violation of any provision of this the Agreement except, in each case, as may be required by applicable Lawlaw.
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