Common use of Adverse Actions Clause in Contracts

Adverse Actions. (A) 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(a) of the Code, or (B) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII not being satisfied or (z) 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: Agreement and Plan of Merger (Falmouth Bancorp Inc), Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Bay State Bancorp Inc)

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Adverse Actions. (Ai) 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(a) of the Code, Code or (Bii) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (z) 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 3 contracts

Samples: Agreement and Plan of Merger (Commercial Capital Bancorp Inc), Agreement and Plan of Merger (Slippery Rock Financial Corp), Agreement and Plan of Merger (Hawthorne Financial Corp)

Adverse Actions. (Ai) 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(a) of the Code, Code or (Bii) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (z) a material violation of any provision of this Agreement or the Bank Merger Agreement, except, in each case, except as may be required by applicable law or regulation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Commercial Capital Bancorp Inc), Agreement and Plan of Merger (Hawthorne Financial Corp)

Adverse Actions. (Ai) 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(a) of the Code, Code or (Bii) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (z) 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: Shareholder Agreement (Banknorth Group Inc/Me), Shareholder Agreement (Banknorth Group Inc/Me)

Adverse Actions. (A1) 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(a) of the Code, or (B2) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII not being satisfied or (z) a material violation of any provision of this Agreement or the Bank Merger Agreement, Agreement except, in each case, as may be required by applicable law or regulation.

Appears in 1 contract

Samples: Voting Agreement (Abington Bancorp Inc)

Adverse Actions. (Ai) 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(a) of the Code, or (Bii) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (z) 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.. (x)

Appears in 1 contract

Samples: Shareholder Agreement (First National Lincoln Corp /Me/)

Adverse Actions. (A) 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(a) of the Code, Code or (B) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII not being satisfied or (z) a material violation of any provision of this Agreement or the Bank Merger Agreement, Agreement except, in each case, as may be required by applicable law or regulation.

Appears in 1 contract

Samples: Voting Agreement (Abington Bancorp Inc)

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Adverse Actions. (Ai) 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(a) of the Code, Code or (Bii) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (z) 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: Shareholder Agreement (American Financial Holdings Inc)

Adverse Actions. (Ai) 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(a) of the Code, Code or (Bii) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (z) 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: Shareholder Agreement (American Financial Holdings Inc)

Adverse Actions. (Ai) 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(a) of the Code, Code or (Bii) take any action that is intended or is reasonably likely to result in (x) 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, (y) any of the conditions to the Merger set forth in Article VIII VII not being satisfied or (z) 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.. (b)

Appears in 1 contract

Samples: Shareholder Agreement (First National Lincoln Corp /Me/)

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