Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 10 contracts
Samples: Merger Agreement (Sb One Bancorp), Merger Agreement (Sussex Bancorp), Merger Agreement (Merchants Bancshares Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect materially inaccurate at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or satisfied, (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority, or (iv) a delay in the consummation of the transactions contemplated by this Agreement.
Appears in 9 contracts
Samples: Merger Agreement (Penns Woods Bancorp Inc), Merger Agreement (LCNB Corp), Merger Agreement (LCNB Corp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 8 contracts
Samples: Merger Agreement (Cambridge Bancorp), Merger Agreement (Cambridge Bancorp), Merger Agreement (Cambridge Bancorp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 8 contracts
Samples: Merger Agreement (Penns Woods Bancorp Inc), Merger Agreement (LCNB Corp), Merger Agreement (Peoples Bancorp Inc)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 5 contracts
Samples: Merger Agreement (First Community Bancorp /Ca/), Merger Agreement (Americanwest Bancorporation), Agreement and Plan of Reorganization (FCB Bancorp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or satisfied, (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationregulation or by a Bank Regulator or (iv) a material delay of the approval or completion of the Merger.
Appears in 5 contracts
Samples: Merger Agreement (Salisbury Bancorp, Inc.), Merger Agreement (NBT Bancorp Inc), Merger Agreement (HV Bancorp, Inc.)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of such that the conditions to the Merger set forth in Article VI VII would not being satisfied or (iii) a material violation of any provision of this Agreementbe satisfied, except, in each case, except as may be expressly required by applicable law or regulation.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Ubs Ag/Ny), Merger Agreement (Ubs Preferred Funding Co LLC I)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 4 contracts
Samples: Merger Agreement (Americanwest Bancorporation), Agreement and Plan of Reorganization (FCB Bancorp), Merger Agreement (East West Bancorp Inc)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 4 contracts
Samples: Merger Agreement (Bar Harbor Bankshares), Merger Agreement (Lake Sunapee Bank Group), Merger Agreement (Westfield Financial Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 4 contracts
Samples: Merger Agreement (City Holding Co), Merger Agreement (LCNB Corp), Merger Agreement (Peoples Bancorp Inc)
Adverse Actions. Take any action or fail omit to take any action that is intended or is would reasonably be likely to result in (i) any of its the Company’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulationLaw.
Appears in 4 contracts
Samples: Merger Agreement (Bank of Marin Bancorp), Merger Agreement (Bank of Marin Bancorp), Merger Agreement (Community Bancorp Inc)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 4 contracts
Samples: Merger Agreement (KNBT Bancorp Inc), Merger Agreement (Northeast Pennsylvania Financial Corp), Merger Agreement (Banknorth Group Inc/Me)
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, except in each case, case as may be required by applicable law or regulation.
Appears in 3 contracts
Samples: Merger Agreement (Banknorth Group Inc/Me), Merger Agreement (Northeast Pennsylvania Financial Corp), Merger Agreement (KNBT Bancorp Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or satisfied, (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationregulation or (iv) a material delay of the approval or completion of the Merger.
Appears in 3 contracts
Samples: Merger Agreement (Cambridge Bancorp), Merger Agreement (Cambridge Bancorp), Merger Agreement (Cambridge Bancorp)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationlaw.
Appears in 3 contracts
Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (LSB Corp), Merger Agreement (Northeast Bancorp /Me/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 2 contracts
Samples: Merger Agreement (LCNB Corp), Merger Agreement (United Bancshares Inc/Oh)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI V not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Slades Ferry Bancorp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of covenant contained in this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 2 contracts
Samples: Merger Agreement (City Holding Co), Merger Agreement (Poage Bankshares, Inc.)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Transaction set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/), Stock Purchase Agreement (First Community Bancshares Inc /Nv/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Consolidation set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement or the Stock Option Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Agreement and Plan of Consolidation (Banknorth Group Inc/Me), Agreement and Plan of Reorganization (Banknorth Group Inc/Me)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect materially inaccurate at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied or satisfied, (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority, or (D) a delay in the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Nb&t Financial Group Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each either case, except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Cascade Financial Corp), Merger Agreement (Commercial Capital Bancorp Inc)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI 7 not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Merger Agreement (East West Bancorp Inc), Merger Agreement (First Community Bancorp /Ca/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any breach of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 2 contracts
Samples: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Nb&t Financial Group Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Merger Agreement (Bancorp Connecticut Inc), Merger Agreement (Banknorth Group Inc/Me)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Transaction set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/), Stock Purchase Agreement (First Community Bancshares Inc /Nv/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.by any Governmental Authority;
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to (1) result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeDate, (ii2) result in any of the conditions to the Merger set forth in Article VI 6 not being materially satisfied or (iii3) result in a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Community Bankshares Inc)
Adverse Actions. (a) Take any action or fail to take any action that is intended or is reasonably likely to which could result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI 7 not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement or Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Merger Agreement (PCB Bancorp Inc)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Merger Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI not being satisfied or (iiiC) a material violation breach of any provision of this Merger Agreement, ; except, in each case, as may be required by applicable law Law or regulationby any Governmental Authority.
Appears in 1 contract
Samples: Merger Agreement (Ii-Vi Inc)
Adverse Actions. Take Knowingly take any action or fail to take any action --------------- that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, except in each case, case as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger Consolidation set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Banknorth Group Inc/Me)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail omit to take any action action, or agree or commit to take or omit to take any action, that is intended or is reasonably likely to would result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Merger Effective TimeDate, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied on a timely basis; or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulationLaw.
Appears in 1 contract
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iiiz) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationlaw.
Appears in 1 contract
Samples: Merger Agreement (Massbank Corp)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing Date, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail omit to take any action that is intended or is reasonably likely to would result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Merger Effective TimeDate, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied on a timely basis or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulationLaw.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is ---------------- reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement, exceptthe Agreement and Plan of Merger and Liquidation or the Bank Merger Agreement, in each either case, except as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Merger Agreement (First Federal Banc of the Southwest Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger Transaction set forth in Article VI not being satisfied or (iiiz) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Merger Agreement (Financial Security Assurance Holdings LTD/Ny/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to which could result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI 7 not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VIII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Merger Agreement (Quantum FinTech Acquisition Corp)
Adverse Actions. Take any action or fail omit to take any action that is intended to, or is reasonably likely to result in in, (i) any of its the Company’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Merger Agreement (New Hampshire Thrift Bancshares Inc)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulationApplicable Law.
Appears in 1 contract
Samples: Merger Agreement (Nationwide Financial Services Inc/)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Parent Merger Effective Time, (iiB) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiC) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
Appears in 1 contract
Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, except in each case, case as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this Agreement, the Agreement of Merger or the Agreement and Plan of Merger and Liquidation, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take Knowingly take any action or fail omit to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Merger Agreement (LCNB Corp)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied satisfied, or (iii) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Samples: Merger Agreement (Metrocorp Inc)
Adverse Actions. (i) Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI not being satisfied or (iiiz) a material violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation; or (ii) enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.
Appears in 1 contract
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its their respective representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing Date, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
Appears in 1 contract
Adverse Actions. Take Knowingly take any action or fail to take any action --------------- that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
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Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is --------------- reasonably likely to (1) result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing, (ii2) result in any of the conditions to the Merger Purchase set forth in Article VI V not being satisfied or (iii3) result in a material --------- violation of any provision of this Agreement, Agreement except, in each case, as may be required by applicable law or regulation.
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Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, except as may be required by applicable law or regulation.
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Adverse Actions. Take Knowingly take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.
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Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (iA) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective TimeClosing Date, (iiB) any of the conditions to the Merger set forth in Article VI not being satisfied satisfied, or (iiiC) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulationLaw.
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Samples: Stock Purchase and Sale Agreement (NewStar Financial, Inc.)
Adverse Actions. Take any action or fail to take any action that is intended or is reasonably likely to result in (ix) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiy) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iiiz) a material violation of any provision of this AgreementAgreement or the Agreement and Plan of Merger and Liquidation, except, in each case, as may be required by applicable law or regulation.
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Samples: Agreement and Plan of Reorganization (MortgageIT Holdings, Inc.)
Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to which could result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI VII not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, Agreement except as may be required by applicable law or regulation.
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Adverse Actions. Take any action or fail to Knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (iiA) any of the conditions to the Merger set forth in Article VI not being satisfied or (iiiB) a material violation breach of any provision of this Merger Agreement, ; except, in each case, as may be required by applicable law or regulationby any Governmental Authority.
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Samples: Merger Agreement (Rexnord LLC)
