Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutions, whether or not set forth in the Company Disclosure Schedules, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing, or have Knowledge, of any pending or threatened regulatory investigation or that any Regulatory Agency or other Governmental Agency is considering issuing, initiating, ordering or requesting any Company Regulatory Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DNB Financial Corp /Pa/), Agreement and Plan of Merger (S&t Bancorp Inc), Agreement and Plan of Merger (SOUTH STATE Corp)
Agreements with Regulatory Agencies. Neither the Company Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutions, whether or not set forth in the Company Parent Disclosure Schedules, a “Company Parent Regulatory Agreement”), nor has the Company Parent or any of its Subsidiaries been advised in writing, or have Knowledge, Knowledge of any pending or threatened regulatory investigation or that any Regulatory Agency or other Governmental Agency is considering issuing, initiating, ordering or requesting any Company Parent Regulatory Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DNB Financial Corp /Pa/), Agreement and Plan of Merger (S&t Bancorp Inc), Agreement and Plan of Merger (SOUTH STATE Corp)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is a recipient of any supervisory letter fromsince January 1, or 2012, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that Entity, specific to the Company or its Subsidiaries, that, in each of any such cases, currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writingwriting or, or have Knowledgeto the Company’s knowledge, of any pending or threatened regulatory investigation or that orally, since January 1, 2012, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chubb Corp), Agreement and Plan of Merger
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is a recipient of any supervisory letter fromsince January 1, or 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writingwriting or, or have Knowledgeto the Company’s knowledge, of any pending or threatened regulatory investigation or that orally, since January 1, 2013, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering ordering, or requesting any Company Regulatory Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Niagara Financial Group Inc), Agreement and Plan of Merger (Keycorp /New/)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary supervisory letter from, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or has adopted any board resolutions at the request of (each, a “Company Regulatory Agreement”) any Governmental Authority that restricts, or suggestion of any Regulatory Agency or other Governmental Entity that restricts by its terms will in the future restrict, the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management dividend policies, its management, its business or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutions, whether or not set forth in the Company Disclosure Schedules, a “Company Regulatory Agreement”)operations, nor has the Company or any of its Subsidiaries been advised in writing, or have Knowledge, of by any pending or threatened regulatory investigation or Governmental Authority that any Regulatory Agency or other Governmental Agency it is considering issuing, initiating, ordering issuing or requesting (or is considering the appropriateness of issuing or requesting) any Company Regulatory Agreement. To the Knowledge of Company, there are no investigations relating to any material regulatory matters pending before any Governmental Authority with respect to Company or any of its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Independent Bank Corp)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty issued by, or is a recipient of any supervisory letter from, from or has adopted any board resolutions at the request or suggestion of of, any Regulatory Agency or other Governmental Entity that restricts the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”"COMPANY REGULATORY AGREEMENT"), nor has the Company or any of its Subsidiaries been advised in writingsince January 1, or have Knowledge, of any pending or threatened regulatory investigation or that 1996 by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering issuing or requesting any such Company Regulatory Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arcadia Financial LTD), Agreement and Plan of Merger (Arcadia Financial LTD)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is a recipient of any supervisory letter fromsince January 1, or 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “"Company Regulatory Agreement”"), nor has the Company or any of its Subsidiaries been advised in writingwriting or, or have Knowledgeto the Company's knowledge, of any pending or threatened regulatory investigation or that orally, since January 1, 2013, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering ordering, or requesting any such Company Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.)
Agreements with Regulatory Agencies. Neither the Company Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutions, whether or not set forth in the Company Parent Disclosure Schedules, a “Company Parent Regulatory Agreement”), nor has the Company Parent or any of its Subsidiaries been advised in writing, writing or have Knowledge, Knowledge of any pending or threatened regulatory investigation or that any Regulatory Agency or other Governmental Agency is considering issuing, initiating, ordering or requesting any Company Parent Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southeastern Bank Financial CORP)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is a recipient of any supervisory letter fromsince January 1, or 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writingwriting or, or have Knowledgeto the Company’s knowledge, of any pending or threatened regulatory investigation or that orally, since January 1, 2013, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering ordering, or requesting any such Company Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CommunityOne Bancorp)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is has been since January 1, 2014, a recipient of any supervisory letter from, or since January 1, 2014, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “"Company Regulatory Agreement”"), nor has the Company or any of its Subsidiaries been advised in writing, or have Knowledgeto the Company's knowledge, of any pending or threatened regulatory investigation or that orally, since January 1, 2014, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.
Appears in 1 contract
Agreements with Regulatory Agencies. Neither the Company Purchaser nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is a recipient of any supervisory letter from, or has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Purchaser Disclosure SchedulesSchedule, a “Company Purchaser Regulatory Agreement”), nor has the Company Purchaser or any of its Subsidiaries been advised in writingwriting or, or have Knowledgeto Purchaser’s knowledge, of any pending or threatened regulatory investigation or that orally, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering or requesting any Company such Purchaser Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is has been since January 1, 2014, a recipient of any supervisory letter from, or since January 1, 2014, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing, or have Knowledgeto the Company’s knowledge, of any pending or threatened regulatory investigation or that orally, since January 1, 2014, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering or requesting any such Company Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (People's United Financial, Inc.)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or since January 1, 2015 has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or since January 1, 2015 has adopted any board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing, or have Knowledgeto the Knowledge of Company orally, of any pending or threatened regulatory investigation or that by any Regulatory Agency or other Governmental Entity that such Regulatory Agency or Governmental Entity is considering issuing, initiating, ordering or requesting issuing any such Company Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triumph Bancorp, Inc.)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or or, to the Knowledge of Company, is a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of was required by any Regulatory Agency or other Governmental Entity to adopt any board resolutions that restricts the conduct of requires Company or its business or that relates Subsidiaries to its maintain capital adequacy, or restricts its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutions, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing, or have Knowledge, of is there any pending or or, to the Knowledge of Company, threatened regulatory investigation or that other action by any Regulatory Agency or other Governmental Agency is considering issuing, initiating, ordering Entity that could reasonably be expected to lead to the issuance of any such Regulatory Agreement to Company or requesting any Company Regulatory Agreementits Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southside Bancshares Inc)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or is has been since January 1, 2014, a recipient of any supervisory letter from, or since January 1, 2014, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutionseach, whether or not set forth in the Company Disclosure SchedulesSchedule, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writingwriting or, or have Knowledgeto the Company’s knowledge, of any pending or threatened regulatory investigation or that orally, since January 1, 2014, by any Regulatory Agency or other Governmental Agency Entity that it is considering issuing, initiating, ordering ordering, or requesting any such Company Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Td Ameritrade Holding Corp)
Agreements with Regulatory Agencies. Neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil penalty by, or is a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that restricts the conduct of its business or that relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (any such agreement, memorandum of understanding, letter, undertaking, order, directive or resolutions, whether or not set forth in the Company Disclosure Schedules, a “Company Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised in writing, writing or have Knowledge, Knowledge of any pending or threatened regulatory investigation or that any Regulatory Agency or other Governmental Agency is considering issuing, initiating, ordering or requesting any Company Regulatory Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southeastern Bank Financial CORP)