Assignment; Limitation of Benefits. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 6.7 hereof, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, and the covenants, undertakings and agreements set out herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and their permitted assigns.
Assignment; Limitation of Benefits. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Assignment; Limitation of Benefits. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 1.4 with respect to the payment of the Merger Consideration, Section 1.5 with respect to the treatment of stock options under the Target Stock Plan, Section 6.1 with respect to the registration of the WAL Common Stock to be issued as Merger Consideration and Section 6.6, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, and the covenants, undertakings and agreements set out herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and their permitted assigns.
Assignment; Limitation of Benefits. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 6.8 hereof, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, and the covenants, undertakings and agreements set out herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and their permitted assigns. TriCo and North Valley have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first written above. TRICO BANCSHARES NORTH VALLEY BANCORP By /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxx XXXXXXX X. XXXXX President and Chief Executive Officer XXXXXXX X. XXXXXXX President and Chief Executive Officer [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]
Assignment; Limitation of Benefits. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 1.4 with respect to the payment of the Merger Consideration, Section 1.5 with respect to the treatment of stock options and restricted stock awards under the First Chester Stock Plans, Section 6.1 with respect to the registration of the Tower Common Stock to be issued as Merger Consideration, and Section 6.6 with respect to obligations owed to employees and directors of First Chester if the Merger is consummated (including the documents and instruments referred to herein), this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, and the covenants, undertakings and agreements set out herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and their permitted assigns. Prior to consummation of the Merger, no third party beneficiary as such shall have any right to consent to any amendment of this Agreement that affects any of the provisions referenced in the immediately preceding sentence.
Assignment; Limitation of Benefits. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 6.7 hereof, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, and the covenants, undertakings and agreements set out herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and their permitted assigns. Sterling and North Valley have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first written above. STERLING FINANCIAL CORPORATION NORTH VALLEY BANCORP By /s/ Hxxxxx X. Xxxxxx By /s/ Mxxxxxx X. Xxxxxxx HXXXXX X. XXXXXX MXXXXXX X. XXXXXXX Chairman and Chief Executive Officer President and Chief Executive Officer By /s/ Axxxxx X. Xxxxxxxxxx By /s/ Lxx X. Xxxxxx AXXXXX X. XXXXXXXXXX LXX X. XXXXXX Corporate Secretary Corporate Secretary [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER] GLOSSARY OF DEFINED TERMS Acquisition Proposal has the meaning provided in Section 5.1. Adjusted Merger Consideration has the meaning provided in Section 8.1. Affiliate Agreement has the meaning provided in Section 6.13. Agreement has the meaning provided in the first paragraph of page 1. Articles of Merger has the meaning provided in Section 1.2. Certificate has the meaning provided in Section 1.4. CCC has the meaning provided in Section 1.3. CDFI has the meaning provided in Section 3.3. Change in North Valley Recommendation has the meaning provided in Section 6.3. Closing has the meaning provided in Section 9.1.
Assignment; Limitation of Benefits. EXHIBITS A Form of Articles of Combination and Institution Merger Agreement B Big Sky Disclosure Schedule C(1) Form of Certificate of Merger C(2) Articles of Merger D Form of Agreement of Big Sky Affiliates E Stockholders Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of April 23, 1998 (this "Agreement"), is entered into by and between Sterling Financial Corporation, a Washington corporation ("Sterling") and Big Sky Bancorp, Inc., a Delaware corporation ("Big Sky").
Assignment; Limitation of Benefits. 30 10.11 Survival............................................................................31 10.12
Assignment; Limitation of Benefits. 9.13 Additional Definitions. 1 1 1 2 2 3 3 3 3 4 4 4 5 5 6 7 7 8 8 9 9 10 10 12 13 14 14 15 16 16 17 17 18 18 19 19 19 19 20 21 21 22 22 22 26 26 27 27 28 29 29 29 30 30 31 31 31 31 32 32 33 33 34 35 36 36 37 38 38 38 38 38 39 40 40 41 41 41 41 41 41 42 42 EXHIBITS A Certificate of Merger B Herkimer Stockholder Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of August 13, 2002 (this "Agreement"), is entered into by and among Partners Trust Financial Group, Inc. ("Partners Trust"), SBU Bank ("SBU"), Hydraulic Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of SBU ("Merger Sub") and Herkimer Trust Corporation, Inc. ("Herkimer").
Assignment; Limitation of Benefits. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 1.4 with respect to the payment of the Merger Consideration, Section 1.5 with respect to the treatment of stock options under the Company Stock Plan, Section 6.6 with respect to obligations owed to employees and directors of Company if the Merger is consummated (including the documents and instruments referred to herein) and Section 6.7 with respect to indemnification, this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, and the covenants, undertakings and agreements set out herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and their permitted assigns. Prior to consummation of the Merger, no third party beneficiary as such shall have any right to consent to any amendment of this Agreement that affects any of the provisions referenced in the immediately preceding sentence.
