Common use of Adverse Actions Clause in Contracts

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of Home’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Cascade Bancorp), Merger Agreement (Home Federal Bancorp, Inc.), Merger Agreement (Home Federal Bancorp, Inc.)

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Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of HomeCascade’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Home Federal Bancorp, Inc.), Merger Agreement (Cascade Bancorp), Merger Agreement (Cascade Bancorp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Home’s Anchor's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Anchor Bancorp), Merger Agreement (Anchor Bancorp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of HomeBanner’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Home Federal Bancorp, Inc.), Merger Agreement (Banner Corp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Home’s Heritage's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Heritage Financial Corp /Wa/), Merger Agreement (Heritage Financial Corp /Wa/)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of HomeBuyer’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 2 contracts

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

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of HomeHeritage’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Heritage Financial Corp /Wa/)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of HomeBanner’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Banner Corp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Home’s representations and warranties of Timberland and Timberland Bank set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Timberland Bancorp Inc)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of HomeAnchor’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Washington Federal Inc)

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Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of HomeValley’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect; (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreement; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Heritage Financial Corp /Wa/)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Home’s Universal's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Mutualfirst Financial Inc)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of Home’s FS Bancorp's representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained herein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Anchor Bancorp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a "reorganization" under Section 368(a) of the Code; (ii) any of HomeSiuslaw’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Banner Corp)

Adverse Actions. Take any action that is intended or is reasonably likely to result in (i) the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code; (ii) any of HomeUniti’s representations and warranties set forth in this Agreement being or becoming untrue in any material respectrespect (disregarding any materiality qualifications contained therein); (iii) any of the conditions set forth in Article VII not being satisfied except as expressly permitted by this Agreementsatisfied; or (iv) a violation of any provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (BayCom Corp)

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