Common use of Adverse Actions Clause in Contracts

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement Agreement, except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. Notwithstanding anything herein to the contrary, (i1) Take knowingly take, or knowingly omit to take, any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 368(a) of the Code; Code or (ii2) knowingly take take, or knowingly omit to take, any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2) in a material violation of any provision of this Agreement excepttimely manner, in each case, except as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; , or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take Knowingly take or omit to take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 of the Code; Code or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.satisfied;

Adverse Actions. Notwithstanding anything herein to the contrary, (i1) Take take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 368(a) of the Code; Code or (ii2) knowingly take any action that is intended or is reasonably likely to result in (1A) any of the conditions to the Merger set forth in Article VIII VI not being satisfied in a timely manner or (2B) a material violation of any provision of this Agreement Plan except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i1) Take any action that would, or is reasonably likely to, to prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 of the Code; or (ii2) knowingly take any action that is intended or is reasonably likely to result in (1A) 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, (B) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2C) a material violation breach of any provision of this Agreement Agreement; except, in each case, as may be required by applicable law or regulationlaw.

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationregulation or (3) a material delay or affect the ability of Valley Financial or Buyer to consummate the transactions contemplated hereby.

Adverse Actions. (i1) Take any action or knowingly fail to take any reasonable action that would, or is reasonably likely to, prevent prevent, impede or impede delay the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 368(a) of the Code; Internal Revenue Code or (ii2) knowingly take any action that is intended or is reasonably likely to result in (1A) any of the conditions to the Merger set forth in Article VIII VI not being satisfied in a timely manner or (2B) a material violation of any provision of this Agreement Plan except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action that (i) would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “"reorganization” " within the meaning of Section 368 of the Code; Code or (ii) knowingly take any action that is intended to or is reasonably likely to (A) result in (1) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or satisfied, (2B) be a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation(C) materially delay the consummation of or affect the ability of any party to consummate the transactions contemplated hereby.

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; or (ii) knowingly Knowingly take any action that is intended or is reasonably likely to result in (1i) the Merger not qualifying as a reorganization within the meaning of Section 368 of the Code, (ii) 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, (iii) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2iv) a material violation of any provision of this Agreement exceptAgreement, except in each case, case as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 368(a) of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1A) any of its representations and warranties set forth in this Agreement being or becoming untrue at any time at or prior to the Effective Time, (B) except as otherwise permitted by Section 6.06, any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.or

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; Code or (ii) knowingly take any action that is intended to or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) satisfied, be a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation(1) materially delay the consummation of; or (2) affect the ability of any party to consummate the transactions contemplated hereby.

Adverse Actions. (i) Take any action that or fail to take any action, which action or inaction would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 368(a) of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement Agreement, except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action that (i) would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “"reorganization” " within the meaning of Section 368 of the Code; Code or (ii) knowingly take any action that is intended to or is reasonably likely to (A) result in (1) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or satisfied, (2B) be a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation(C) materially delay the consummation of affect the ability of any party to consummate the transactions contemplated hereby.

Adverse Actions. (i) Take Notwithstanding anything herein to the contrary, take any action that would, or is reasonably likely to, prevent or impede the either Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 368(a) of the Code; or (ii) knowingly . Subject to the terms and conditions hereof, take any action that is intended or is reasonably likely to result in (1i) any of the conditions to the Merger Mergers set forth in Article VIII VII not being satisfied or (2ii) a Table of Contents material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. Notwithstanding anything to the contrary, (i) Take knowingly take, or knowingly omit to take, any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 368(a) of the Code; Code or (ii) knowingly take take, or knowingly omit to take, any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article ARTICLE VIII not being satisfied or (2) a material violation of any provision of this Agreement exceptsatisfied, in each case, except as may be required by applicable law or regulation.;

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; or (ii) knowingly take any action that is intended or is reasonably likely to result in (1i) the Merger not qualifying as a reorganization within the meaning of Section 368(a) of the Code, (ii) 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, (iii) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2iv) a material violation of any provision of this Agreement exceptAgreement, in each case, except as may be required by applicable law or regulation.

Adverse Actions. (i) Take Knowingly take or omit to take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368 of the Code; Code or (ii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.satisfied;

Adverse Actions. (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 of the Code; or (iixxii) knowingly take any action that is intended or is reasonably likely to result in (1) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (2) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. Notwithstanding anything herein to the contrary, (i1) Take take any action or knowingly fail to take any reasonable action that would, or is reasonably likely to, prevent prevent, impede or impede delay the Merger from qualifying as a “reorganization” reorganization within the meaning of Section 368 368(a) of the Code; Code or (ii2) knowingly take any action that is intended or is reasonably likely to result in (1A) any of the conditions to the Merger set forth in Article VIII VI not being satisfied in a timely manner or (2B) a material violation of any provision of this Agreement Plan except, in each case, as may be required by applicable law or regulation.