Common use of Adverse Actions Clause in Contracts

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 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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.), Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.), Agreement and Plan of Merger (Southern Missouri Bancorp Inc)

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Adverse Actions. Notwithstanding anything herein to the contrary, (i1) Take knowingly take, or knowingly omit to take, any action while knowing that such action 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; 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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Zions Bancorporation /Ut/), Agreement and Plan of Merger (Amegy Bancorporation, Inc.), Agreement and Plan of Merger (Southtrust Corp)

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 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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.), Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.), Agreement and Plan of Merger (Southern Missouri Bancorp Inc)

Adverse Actions. Notwithstanding anything herein to the contrary, (i1) Take take any action while knowing that such action 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; 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 VII 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (Riggs National Corp)

Adverse Actions. (i) Take Knowingly take or omit to take any action while knowing that such action 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 VII 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;

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Investar Holding Corp)

Adverse Actions. (i1) Take any action while knowing or knowingly fail to take any reasonable action that such action would, or is reasonably likely to, prevent prevent, impede or impede delay the Merger from qualifying as a 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 VII 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Provident Bankshares Corp)

Adverse Actions. Notwithstanding anything herein to the contrary, (i1) Take take any action while knowing that such action 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; 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 VII 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Riggs National Corp), Agreement and Plan of Merger (PNC Financial Services Group Inc)

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 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 VII 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Centra Financial Holdings Inc)

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Adverse Actions. (i) Take Knowingly take or omit to 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; 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 VII 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;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.)

Adverse Actions. Notwithstanding anything to the contrary, (i) Take knowingly take, or knowingly omit to take, any action while knowing that such action 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; 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 VII 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.;

Appears in 1 contract

Samples: Shareholders’ Agreement (Teche Bancshares Inc)

Adverse Actions. Subject to Section 3.08(b), but otherwise notwithstanding anything herein to the contrary, (i1) Take knowingly take, or knowingly omit to take, any action while knowing that such action 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; 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (1st Source Corp)

Adverse Actions. Notwithstanding anything herein to the contrary, (i1) Take take any action while knowing or knowingly fail to take any reasonable action that such action would, or is reasonably likely to, prevent prevent, impede or impede delay the Merger from qualifying as a 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 VII 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.

Appears in 1 contract

Samples: Executive Employment Agreement (CCFNB Bancorp Inc)

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