BY BANCSHARES Sample Clauses

BY BANCSHARES. (i) if its Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of: (A) a breach by Acquiror of any representation or warranty contained in Article III of this Agreement, which breach cannot be or has not been cured within 30 days after the giving of written notice to Acquiror of such breach; or (B) a breach by Acquiror of any of the covenants or agreements contained in Article IV of this Agreement, which breach cannot be or has not been cured within 30 days after the giving of written notice to Acquiror of such breach, which breach (whether under (A) or (B)) would be reasonably expected, individually or in the aggregate with other breaches, to result in a Material Adverse Effect with respect to Acquiror; (ii) if its Board of Directors so determines by vote of a majority of the members of its entire Board, in the event that the Merger is not consummated by the Termination Date, except to the extent that the failure of the Merger to be consummated by such date arises out of or results from the knowing action or inaction of Bancshares and the Bank; (iii) if its Board of Directors so determine by a vote of a majority of the members of its entire Board, in the event the approval of any governmental agency required for consummation of the Merger and the other transactions contemplated by this Agreement shall have been denied by final nonappealable action of such governmental agency or an application therefor shall have been permanently withdrawn at the request of a governmental agency; (iv) if any approval of the stockholders of Bancshares contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at the Bancshares Meeting; or (v) in order to concurrently enter into an acquisition agreement or similar agreement (each, an "Acquisition Agreement") with respect to a --------------------- Superior Proposal which has been received and considered by Bancshares and the Bancshares Board in compliance with Section 4.03 hereof, provided, however, that this Agreement may be terminated by Bancshares pursuant to this Section 6.01(c)(v) only after the fifth business day following Bancshares' provision of written notice to Acquiror advising Acquiror that the Bancshares Board is prepared to accept a Superior Proposal, and only if, during such five-business day period, Acquiror does not, in its sole discretion, make an offer to Bancshares that the Bancshares Board determines...
Sample 1
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BY BANCSHARES. By Bancshares if (i) the conditions provided in Sections 8.1 and 8.3 shall not have been satisfied or waived by the appropriate party(ies) or (ii) if Bank shall be in breach of performance of its respective obligations hereunder or under the Agreements of Merger, (iii) the Average NMS Closing Price of Bancshares Common Shares shall be less than $46.00, or (iv) Bancshares elects to terminate pursuant to, and in accordance with, Section 1.2(a); or
Sample 1
BY BANCSHARES. BancShares agrees that, in the event this ------------- Agreement is terminated for any reason and the Merger is not consummated, it will indemnify, hold harmless and defend First Savings and FSB and their respective officers, directors and attorneys from and against any and all claims, disputes, demands, causes of action, suits, proceedings of any third party (including any Regulatory Authority), together with all losses, damages, liabilities, obligations, costs and expenses of every kind and nature in connection therewith (including without limitation reasonable attorneys' fees and legal costs and expenses in connection therewith), whether known or unknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by them: (I) in connection with or which arise out of or result from or are based upon (A) BancShares' or FCB's operations or business transactions or its relationship with any of its employees, or (B) BancShares' or FCB's failure to comply with any statute or regulation of any federal, state or local government or agency (or any political subdivision thereof) in connection with the transactions described in this Agreement; (II) in connection with or which arise out of or result from or are based upon of any fact, condition or circumstance that constitutes a breach by BancShares of, or any inaccuracy, incompleteness or inadequacy in, any of its representations or warranties under or in connection with this Agreement, or any failure of BancShares to perform any of its covenants, agreements or obligations under or in connection with this Agreement; or, (III) in connection with or which arise out of or result from or are based upon any information provided by BancShares which is included in the Proxy Statement and which information causes the Proxy Statement at the time of its mailing to First Savings' shareholders to contain any untrue statement of a material fact or to omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not false or misleading.
Sample 1

Related to BY BANCSHARES

  • The Bank 1. shall perform the duties imposed on the Bank under the Ordinance. 2. shall exercise reasonable care in the performance of its duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank; and 3. in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement, but in the case of any opinions which by any provision hereof are specifically required to be furnished to the Bank, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

  • The Company (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

  • By Parent (i) if, due to an occurrence that if occurring after the commencement of the Offer would result in a substantial likelihood of a failure to satisfy any of the conditions set forth in Annex A hereto on the Expiration Date and such conditions shall not have been waived by all applicable parties, Parent, Purchaser, or any of their affiliates shall have failed to commence the Offer on or prior to ten (10) business days following the date of the initial public announcement of the Offer; provided, that Parent may not terminate this -------- Agreement pursuant to this Section 7.1(d)(i) if Parent is in material breach of this Agreement; (ii) if (i) the Board of Directors of the Company or any committee thereof shall have withdrawn or modified, or proposed publicly to withdraw or modify, in a manner adverse to Parent its approval or recommendation of the Transactions, or failed to reconfirm its recommendation within three (3) business days after a written request to do so, or approved or recommended, or proposed publicly to approve or recommend, any Takeover Proposal, (ii) the Board of Directors of the Company or any committee thereof shall have resolved to take any of the foregoing actions, or (iii) the Company enters into a definitive agreement providing for a Superior Proposal; or (iii) if the representations and warranties of the Company set forth in this Agreement that are qualified by materiality shall not be true and correct in any respect, or if the representations and warranties of the Company set forth in this Agreement that are not so qualified shall not be true and correct in all material respects, in each case as of the date of this Agreement and as of the Expiration Date as if made on such date, or the Company shall have breached or failed in any material respect to perform or comply with any material obligation, agreement or covenant required by this Agreement to be performed or complied with by it, which inaccuracy or breach cannot be cured following three (3) business days' notice thereof or has not been cured within one business day prior to the Expiration Date, except, in the case of the failure of any representation or warranty, for changes specifically permitted by this Agreement, and for those representations and warranties that address matters only as of a particular date which are true and correct as of such date.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Company The term “

  • Athletics Coaching stipend compensation shall be as indicated in Appendix A.

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