Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 20 contracts
Samples: Merger Agreement (Capital Bancorp/Fl), Merger Agreement (Foilmark Inc), Merger Agreement (Citi Bancshares Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 16 contracts
Samples: Merger Agreement (Commercesouth Inc), Merger Agreement (Peoples Banctrust Co Inc), Merger Agreement (Peoples Banctrust Co Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which that (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.
Appears in 9 contracts
Samples: Merger Agreement (National Commerce Corp), Merger Agreement, Merger Agreement (Alabama National Bancorporation)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 6 contracts
Samples: Merger Agreement (Southern Heritage Bancorp Inc), Merger Agreement (Mountain Bancshares Inc), Merger Agreement (Gb&t Bancshares Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 6 contracts
Samples: Purchase, Sale and Assumption Agreement (Appalachian Bancshares Inc), Merger Agreement (Century South Banks Inc), Merger Agreement (First Bankshares Inc /Ga/)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, warranties or covenants contained herein, herein and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 6 contracts
Samples: Share Exchange Agreement (Southcrest Financial Group Inc), Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Southcrest Financial Group Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect on it or a Parent Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 5 contracts
Samples: Acquisition Agreement (Landmark Land Co Inc/De), Merger Agreement (Back Yard Burgers Inc), Merger Agreement (Akamai Technologies Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 5 contracts
Samples: Merger Agreement (Citizens Bancshares Corp /Ga/), Merger Agreement (Central & Southern Holding Co/Ga), Merger Agreement (CFS Bancshares Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same.
Appears in 4 contracts
Samples: Merger Agreement (Florida Banks Inc), Merger Agreement (Florida Banks Inc), Agreement and Plan of Merger (Riva Bancshares Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect on it or a Buyer Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 4 contracts
Samples: Merger Agreement (Vicon Industries Inc /Ny/), Merger Agreement (Graham Field Health Products Inc), Merger Agreement (Fuqua Enterprises Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) has had or is reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect on it or a Buyer Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 4 contracts
Samples: Merger Agreement (SCBT Financial Corp), Merger Agreement (New Commerce Bancorp), Merger Agreement (TSB Financial CORP)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which that (i) is reasonably likely to have, individually or in the aggregate, a Target Material Adverse Effect on it or a Purchaser Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 4 contracts
Samples: Merger Agreement (Mid Wisconsin Financial Services Inc), Agreement and Plan of Reorganization (Atlantic Southern Financial Group, Inc.), Merger Agreement (Buckhead Community Bancorp Inc)
Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 4 contracts
Samples: Merger Agreement (First Alliance/Premier Bancshares Inc), Merger Agreement (Newnan Holdings Inc), Merger Agreement (Premier Bancshares Inc /Ga)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it Targets material adverse effect or a Parent material adverse effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 3 contracts
Samples: Merger Agreement (Flint Telecom Group Inc.), Merger Agreement (China Voice Holding Corp.), Merger Agreement (Flint Telecom Group Inc.)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which that (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.
Appears in 3 contracts
Samples: Merger Agreement (Tib Financial Corp.), Merger Agreement (Alabama National Bancorporation), Merger Agreement (Indian River Banking Company)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 3 contracts
Samples: Merger Agreement (First National Banc Inc), Merger Agreement (Ameris Bancorp), Merger Agreement (Abc Bancorp)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect on it or a Buyer Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 3 contracts
Samples: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida), Share Exchange Agreement (First Security Group Inc/Tn)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it it, or (ii) would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 3 contracts
Samples: Merger Agreement (Physician Sales & Service Inc /Fl/), Merger Agreement (Physician Sales & Service Inc /Fl/), Merger Agreement (Park Meridian Financial Corp)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it it, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 3 contracts
Samples: Merger Agreement (Regions Financial Corp), Merger Agreement (Morgan Keegan Inc), Agreement and Plan of Reorganization (American Home Mortgage Investment Corp)
Adverse Changes in Condition. Each Party agrees to give written notice ---------------------------- promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (First Southern Bankshares Inc/Ga), Merger Agreement (Premier Bancshares Inc /Ga)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it the Party or any of its Subsidiaries the Party's Affiliates which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it Effect, or (ii) would cause or constitute a material breach of any of its the Party's representations, warranties, or covenants contained herein, and each Party agrees to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Acquisition Agreement (Netbank Inc), Acquisition Agreement (Republic Bancorp Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to havehave a material adverse affect on any of the business, individually material Assets, financial condition or in the aggregateresults of operations of such Party, a Material Adverse Effect on it or and (ii) would cause or constitute a material breach of any of its representations, warranties, agreements, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (Phyamerica Physician Group Inc), Merger Agreement (Stone Street Bancorp Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to could have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained hereinherein or which would prevent the satisfaction of any condition precedent set forth in Article 9 of this Agreement, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Share Exchange Agreement (Kentucky Bancshares Inc /Ky/), Share Exchange Agreement (Community Bank Shares of Indiana Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (Verso Technologies Inc), Merger Agreement (Brainworks Ventures Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a an Emerald Material Adverse Effect on it or a Phoenix Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (Paradyne Networks Inc), Merger Agreement (Elastic Networks Inc)
Adverse Changes in Condition. Each Party agrees to ---------------------------- give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (Jefferson Savings Bancorp Inc), Merger Agreement (Twin City Bancorp Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to could have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained hereinherein or which would prevent the satisfaction of any condition precedent set forth in Article 10 of this Agreement, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (Community Bank Shares of Indiana Inc), Merger Agreement (Kentucky Bancshares Inc /Ky/)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it it, 39 or (ii) would is reasonable likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its commercially reasonable best efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/), Agreement and Plan of Reorganization and Merger (LSB Bancshares Inc /Nc/)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (Promistar Financial Corp), Merger Agreement (FNB Corp/Fl/)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, herein and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 2 contracts
Samples: Merger Agreement (First Capital Bank Holding Corp), Merger Agreement (Coastal Banking Co Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Piedmont Bancorp Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Pioneer Material Adverse Effect on it or a Buyer Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it PHI material adverse effect or a Parent material adverse effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Abc Bancorp)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a CSB Material Adverse Effect on it or a SUMMIT Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Summit Bank Corp)
Adverse Changes in Condition. Each Party party agrees to give written notice promptly to the other Party party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it it; or (ii) would cause or constitute a material Material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts effects to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a FAHC Material Adverse Effect on it or an HCBF Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (iA) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iiB) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming becom- ing aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable rea- sonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Pa)
Adverse Changes in Condition. Each Party agrees to give written notice ---------------------------- promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (FNBG Bancshares Inc)
Adverse Changes in Condition. Each Party party agrees to give written notice promptly to the other Party party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, have individually or in the aggregate, a Material Adverse Effect on it it, or (ii) would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (NBC Capital Corp)
Adverse Changes in Condition. Each Party agrees to give written ---------------------------- notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Cytrx Corp)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Abc Bancorp)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it upon such Party, or (iib) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Intercept Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the each other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it such Party or (iib) would is reasonably likely to cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it the Party or any of its Subsidiaries the Party's Affiliates which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it such Party or the Surviving Corporation, or (ii) would cause or constitute a material breach of any of its the Party's representations, warranties, or covenants contained herein, and each Party agrees to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Netbank Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it it, or (ii) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, warranties or covenants contained herein, herein and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it VCG material adverse effect or a Parent material adverse effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a an FMB Material Adverse Effect on it or a CCBG Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Palfed Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material Material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which that (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is would reasonably likely be expected to have, individually or in the aggregate, a Target Material Adverse Effect on it or a Buyer Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party party hereto agrees to give written notice promptly to the other Party party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect material adverse effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.of
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it SJN material adverse effect or a Parent material adverse effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the each other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (iib) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (First National Bankshares of Florida Inc)
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it DTC material adverse effect or a Parent material adverse effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect on it and any of its Subsidiaries, taken as a whole, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its commercially reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice ---------------------------- promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (ia) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it upon such Party, or (iib) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Except to the extent prohibited by Law, each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or any of its Subsidiaries or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party party agrees to give written notice promptly to the other Party party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (( i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it it; or (ii) would cause or constitute a material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts effects to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a an AFI Material Adverse Effect on it or a Bancorp Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a FBWP Material Adverse Effect on it or a CCBG Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a an FABC Material Adverse Effect on it or a CCBG Material Adverse Effect, as applicable, or (ii) would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Adverse Changes in Condition. Each Party agrees to give ------------------------------ written notice promptly to the other Party upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of its Subsidiaries which (i) is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on it or (ii) would is reasonably likely to cause or constitute a material Material breach of any of its representations, warranties, warranties or covenants contained herein, and to use its reasonable efforts to prevent or promptly to remedy the same.
Appears in 1 contract
Samples: Merger Agreement (Islands Bancorp)