Conditions of Merger. 50 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger.............................................. 50 SECTION 7.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger...................... 51 SECTION 7.3 Additional Conditions to Obligation of the Company to Effect the Merger................................... 51 ARTICLE VIII
Conditions of Merger. Section 7.1. Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:
Conditions of Merger. 39 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger................................................. .. 39 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER...................... 39 SECTION 8.1 Termination............................................ .. 39 SECTION 8.2 Effect of Termination.................................... 41 SECTION 8.3 Fees and Expenses........................................ 42 SECTION 8.4 Amendment.............................................. .. 42 SECTION 8.5 Waiver................................................. .. 42 Page ARTICLE IX
Conditions of Merger. 29 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger . 29 ARTICLE VIII
Conditions of Merger. SECTION 3.1
Conditions of Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) this Agreement shall have been approved by the affirmative vote of the holders of a majority of the outstanding shares of Voting Common Stock, unless Merger Sub shall have acquired 90% or more of the outstanding shares of each class of the capital stock of the Company; (b) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (c) any waiting period applicable to the Offer and the Merger under the HSR Act shall have terminated or expired; and (d) Merger Sub shall have (i) commenced the Offer pursuant to Article II hereof and (ii) purchased, pursuant to the terms and conditions of such Offer, all shares of Common Stock duly tendered and not withdrawn; provided, however, that neither Parent nor Merger Sub shall be entitled to rely on the condition in clause (ii) above if either of them shall have failed to purchase shares of Common Stock pursuant to the Offer in breach of their obligations under this Agreement. 33 35 ARTICLE
Conditions of Merger. Conditions to Obligation of Each Party to Effect the Merger 45 7.2 Additional Conditions to Obligations of the Company 46 7.3 Additional Conditions to Obligations of the Seller 47
Conditions of Merger. 61 Section 7.1 Conditions to Obligation of each Party to Effect the Merger......... 61 Section 7.2 Conditions to Obligations of the Company to Effect the Merger....... 62 Section 7.3 Conditions to Obligations of Parent to Effect the Merger............ 63 ARTICLE VIII. TERMINATION, AMENDMENT AND WAIVER......................................... 64 Section 8.1 Termination......................................................... 64 Section 8.2 Expenses; Break-Up Fee.............................................. 66 Section 8.3 Effect of Termination............................................... 69 Section 8.4 Amendment........................................................... 69 Section 8.5 Waiver.............................................................. 69
Conditions of Merger. The Merger shall not be effected unless and until:
(a) The Holding Company Merger has become effective;
(b) All approvals, consents or waivers of any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) required to permit consummation of the transactions contemplated by this Plan shall have been obtained and shall remain in full force and effect, and all statutory waiting periods shall have expired; provided, however, that none of such approvals, consents or waivers shall contain any condition or requirement that would so materially and adversely impact the economic or business benefits to Community Trust Bank of the transactions contemplated hereby that, had such condition or requirement been known, Community Trust Bank would not, in its reasonable judgment, have entered into this Plan;
(c) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the Merger and no Governmental Entity shall have instituted any proceeding for the purpose of enjoining or prohibiting the consummation of the Merger or any transactions contemplated by this Plan. No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal consummation of the Merger; and
(d) Community Trust Bank and Eagle Bank shall have obtained the consent or approval of each person or entity (other than the governmental approvals or consents referred to in Section 7(b) above) whose consent or approval shall be required to consummate the Merger.
