Common use of Adverse Actions Clause in Contracts

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- of-interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 368(a) of the Code; or (b) 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 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; provided, however, that nothing contained herein shall limit the ability of SFG to exercise its rights under the Stock Option Agreement.

Adverse Actions. (ai) Take Knowingly take any action while knowing that such which would materially adversely affect its ability to consummate the Merger; (ii) knowingly take any action would, or is reasonably likely to, to prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (biii) 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 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 VII not being satisfied satisfied; or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (ai) Take Knowingly take any action while knowing that such which would materially adversely affect its ability to consummate the Merger; (i) knowingly take any action would, or is reasonably likely to, to prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (bii) 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 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 VII not being satisfied or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (ai) Take Notwithstanding anything herein to the contrary, take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; Code or qualifying for pooling-of-interests accounting treatment or (bii) 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 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 VII not being satisfied or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (a1) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 368(a) of the CodeCode or render either party ineligible for REIT status or constitute a prohibited transaction under the REIT rules; or (b2) 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 VII not being satisfied 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 regulationlaw.

Adverse Actions. (ai) Take any action or fail to take any action while knowing that such action or inaction would, or is reasonably likely to, prevent or impede the Company Merger and the Bank Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization reorganizations within the meaning of Section 368 of the Code; or (bii) knowingly 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 Company Merger set forth in Article VII not being satisfied or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization "reorganization" within the meaning of Section 368 368(a) of the CodeCode or cause a material delay in or impediment to the consummation of the Merger; or (bii) 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 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 regulationAgreement.

Adverse Actions. (ai) Take Knowingly take any action while knowing that such action would, or is would be reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode or cause a material delay in or impediment to the consummation of the Merger; or (bii) 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 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 regulationAgreement.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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; provided, however, that nothing contained herein shall limit the ability of United to exercise its rights under the Stock Option Agreement.

Adverse Actions. (ai) Take any action or fail to take any action while knowing that such action or inaction would, or is reasonably likely to, prevent or impede the Company Merger or the Bank Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (bii) knowingly 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 Company Merger set forth in Article VII not being satisfied except as expressly permitted by this Agreement or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- of-interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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; provided, however, that nothing contained herein shall limit the ability of United to exercise its rights under the Stock Option Agreement.

Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 368(a) of the Code; or (bii) 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 Agreement being or becoming untrue (subject to the standard set forth in any material respect Section 5.02) at any time at or prior to the Effective Time, (iiB) except as otherwise permitted by Section 6.06, any of the conditions to the Merger set forth in Article VII not being satisfied or not being satisfied as quickly as would otherwise be the case or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationlaw.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- of-interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 368(a) of the Code; or (b) 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 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.

Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede either the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 368(a) of the Code and an exchange under Section 351 of the Code or the Contribution from qualifying as an exchange under Section 351 of the Code; or (bii) 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 Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Timetime, (iiB) any of the conditions to the Merger Transactions set forth in Article VII VIII not being satisfied or satisfaction of any such condition being materially delayed or (iiiC) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulationlaw.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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; PROVIDED, HOWEVER, that nothing contained herein shall limit the ability of United to exercise its rights under the Stock Option Agreement.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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; provided, however, that nothing contained herein shall limit the ability of Wachovia to exercise its rights under the Stock Option Agreement.

Adverse Actions. (ai) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the CodeCode or for pooling of interest accounting treatment; or (bii) knowingly take any action that is intended or is reasonably likely to result re- xxxx 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 TimeTime (subject to the standard set forth in Section 5.2), (iiB) any of the conditions to the Merger set forth in Article VII not being satisfied or (iiiC) a material violation of any provision of this Agreement Article IV except, in each case, as may be required by applicable law or regulation; provided, however, that nothing contained herein shall limit the ability of the Buyer to exercise its rights under the Stock Option Agreement.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- of-interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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; provided, however, that nothing contained herein shall limit the ability of SFG to exercise its rights under the Stock Option Agreement.

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying (i) for "pooling-of- pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 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.; provided, however, that nothing contained herein shall limit the ability of Wachovia to exercise its rights under the Stock Option Agreement. ARTICLE V

Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Corporate Merger from qualifying (i) for "pooling-of- pooling of interests" accounting treatment or (ii) as a reorganization within the meaning of Section 368 of the Code; or (b) 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 Plan 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 Corporate Merger set forth in Article VII not being satisfied or (iii) a material violation of any provision of this Agreement Plan except, in each case, as may be required by applicable law or regulation.