Common use of Adverse Proceedings, Injunction, Etc Clause in Contracts

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement or either of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authority), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB or MFC from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB or MFC or any of their respective officers or directors which shall reasonably be considered by CNB or MFC to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree decree, or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, ; (ii) any pending or threatened investigation of the Merger or any of such other transactions contemplated herein by the United States U.S. Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, transactions; or (iii) any suit, action action, or proceeding by any person (including any Regulatory Authoritygovernmental, administrative, or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB FNB, ACB, First National or MFC American from consummating the Merger transactions contemplated herein or carrying out any of the terms or provisions of this Agreement, ; or (iv) any other suit, claim, action action, or proceeding pending or threatened against CNB FNB, ACB, First National or MFC American or any of their respective officers or directors which shall reasonably be considered by CNB FNB or MFC ACB to be materially burdensome in relation to the proposed Merger transactions or materially adverse in relation to the financial condition, results condition of operations, prospects, businesses, assets, Loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated terminated, or resolved to the satisfaction of all parties hereto within 90 ninety (90) days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFederal Reserve Board, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB United or MFC FNB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB United or MFC FNB or any of their respective officers or directors which shall reasonably be considered by CNB United or MFC FNB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB BBI or MFC NewCo from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB NewCo or MFC BBI or any of their respective officers or directors which shall reasonably be considered by CNB NewCo or MFC BBI to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties properties, or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 ninety (90) days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFederal Reserve Board, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any iii)any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Integrity or MFC FNB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Integrity or MFC FNB or any of their respective officers or directors which shall reasonably be considered by CNB Integrity or MFC FNB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States U.S. Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB United Federal, Triangle or MFC the Holding Company from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB United Federal, Triangle or MFC the Holding Company or any of their respective officers or directors which shall reasonably be considered by CNB United Federal, Triangle or MFC the Holding Company to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan portfolio, investments, properties or operations condition of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 ninety (90) days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, 44 administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Home Savings or MFC FNB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Home Savings or MFC FNB or any of their respective officers or directors which shall reasonably be considered by CNB Home Savings or MFC FNB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement or either of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authority), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB SFC, SNB, FCB or MFC Bancorp from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB any of the SFC Companies, FCB or MFC Bancorp or any of their respective officers or directors which shall reasonably be considered by CNB SFC or MFC FCB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree decree, or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger Exchange or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, ; (ii) any pending or threatened investigation of the Merger Exchange or any of such other transactions contemplated herein by the United States U.S. Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger Exchange or any other such transaction, transactions; or (iii) any suit, action action, or proceeding by any person (including any Regulatory Authoritygovernmental, administrative, or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Community Bank, Financial Corporation, or MFC Southern Community from consummating the Merger transactions contemplated herein or carrying out any of the terms or provisions of this Agreement, ; or (iv) any other suit, claim, action action, or proceeding pending or threatened against CNB Community Bank, Financial Corporation, or MFC Southern Community or any of their respective officers or directors which shall reasonably be considered by CNB Community Bank or MFC Financial Corporation to be materially burdensome in relation to the proposed Merger transactions or materially adverse in relation to the financial condition, results condition of operations, prospects, businesses, assets, Loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated terminated, or resolved to the satisfaction of all parties hereto within 90 ninety (90) days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFDIC, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB BHS, Bankshares or MFC the Bank from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB BHS, Bankshares or MFC the Bank or any of their respective officers or directors which shall reasonably be considered by CNB BHS or MFC Bankshares to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFDIC, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB PSB, Bancorp or MFC the Bank from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB PSB, Bancorp or MFC the Bank or any of their respective officers or directors which shall reasonably be considered by CNB PSB or MFC Bancorp to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Twentieth Bancorp or MFC Horizon Bancorp from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Twentieth Bancorp or MFC Horizon Bancorp or any of their respective officers or directors which shall reasonably be considered by CNB Twentieth Bancorp or MFC Horizon Bancorp to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 ninety (90) days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency or any shareholder), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Bancorp or MFC Mutual from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Bancorp or MFC Mutual or any of their respective officers or directors which shall reasonably be considered by CNB Bancorp or MFC Mutual to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporationany party hereto, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be any (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement or either of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authority), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Xxxxxxxx or MFC BOC from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Xxxxxxxx or MFC BOC or any of their respective officers or directors or affiliates which shall reasonably be considered by CNB Xxxxxxxx or MFC BOC to be materially burdensome in relation to the proposed Merger Merger, or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan portfolio, investments, properties which Xxxxxxxx or operations of either such corporationBOC reasonably believes would have a Xxxxxxxx Material Effect or a BOC Material Effect, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any ------------------------------------ order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFederal Reserve Board, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any iii)any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Rowan or MFC FNB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Rowan or MFC FNB or any of their respective officers or directors which shall reasonably be considered by CNB Rowan or MFC FNB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any ------------------------------------ order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFederal Reserve Board, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Carolina or MFC FNB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Carolina or MFC FNB or any of their respective officers or directors which shall reasonably be considered by CNB Carolina or MFC FNB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency or any shareholder), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB BNC or MFC SSB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB BNC or MFC SSB or any of their respective officers or directors which shall reasonably be considered by CNB BNC or MFC SSB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporationany party hereto, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFDIC, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any iii)any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Centennial Crescent Financial or MFC Crescent from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Centennial, Crescent Financial or MFC Crescent or any of their respective officers or directors which shall reasonably be considered by CNB Centennial or MFC Crescent Financial to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (iI) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (iiII) any pending or threatened investigation of the Merger or any of such other transactions by the United States U.S. Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, or (iiiIII) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Mecklenburg or MFC the Holding Company from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (ivIV) any other suit, claim, action or proceeding pending or threatened against CNB Mecklenburg or MFC the Holding Company or any of their respective officers or directors which shall reasonably be considered by CNB Mecklenburg or MFC the Holding Company to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan portfolio, investments, properties or operations condition of either such corporation, and which has not been 40 dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 ninety (90) days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement or either of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of Justice, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authority), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB PCCC, PCB or MFC FCB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB PCCC, PCB, PFS or MFC FCB or any of their respective officers or directors which shall reasonably be considered by CNB PCCC or MFC FCB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.

Adverse Proceedings, Injunction, Etc. There shall not be (i) any order, decree or injunction of any court or agency of competent jurisdiction which enjoins or prohibits the Merger or any of the other transactions described in this Agreement herein or either any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of such other transactions by the United States Department of JusticeFederal Reserve Board, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii) any suit, action or proceeding by any person (including any Regulatory Authoritygovernmental, administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit CNB Carolina or MFC FNB from consummating the Merger or carrying out any of the terms or provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against CNB Carolina or MFC FNB or any of their respective officers or directors which shall reasonably be considered by CNB Carolina or MFC FNB to be materially burdensome in relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, Loan loan portfolio, investments, properties or operations of either such corporation, and which has not been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof.