CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. The respective obligations of Parent and the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions:
(a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law.
(b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.
(c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
(d) Parent and the Company shall each have received a letter from their respective independent accountants addresse...
CONDITIONS TO CONSUMMATION. 6.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each party to effect the Merger shall be subject to the satisfaction of the following conditions:
CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations.....................................................44 SECTION 6.2. Conditions to the Obligations of Parent....................................................45 SECTION 6.3. Conditions to the Obligation of the Company................................................45 Page
CONDITIONS TO CONSUMMATION. Section 5.01 Conditions to Each Party's Obligations........................ 53
CONDITIONS TO CONSUMMATION. This Agreement is subject to, and consummation of the Bank Merger herein provided for, is conditioned upon the fulfillment prior to the Effective Time of each of the following conditions:
(a) approval of this Agreement by the affirmative vote of all the holders of the outstanding shares of common stock of Midland and Centrue;
(b) consummation of the transactions contemplated by the Holding Company Agreement, including without limitation, the Holding Company Merger; and
(c) procurement of all other actions, consents, approvals or rulings, governmental or otherwise, and satisfaction of all other requirements of law (including, without limitation, the approval of the Federal Reserve and the DFPR) which are, or in the opinion of counsel for Midland or Centrue may be, necessary to permit or enable the Continuing Bank, upon and after the Bank Merger, to conduct all or any part of the business and activities of Midland or Centrue
CONDITIONS TO CONSUMMATION. Section 5.1. Conditions to Each Party's Obligations.......................41 Section 5.2. Conditions to the Obligations of NFB and NFB Bank............42 Section 5.3. Conditions to the Obligations of JSB and JSB Bank............43
CONDITIONS TO CONSUMMATION. 41 Section 5.1. Conditions to Each Party's Obligations....................41 Section 5.2. Conditions to the Obligations of ENB and ENB Bank......
CONDITIONS TO CONSUMMATION. Section 5.1. Conditions to Each Party's Obligations...................-44- Section 5.2. Conditions to the Obligations of Queens..................-45- Section 5.3. Conditions to the Obligations of Haven...................-46- ARTICLE VI TERMINATION -----------
Section 6.1. Termination..............................................-48- Section 6.2. Effect of Termination....................................-51- ARTICLE VII CLOSING, EFFECTIVE DATE AND EFFECTIVE TIME ------------------------------------------
Section 7.1. Effective Date and Effective Time........................-52- Section 7.2. Deliveries at the Closing................................-52- ARTICLE VIII
CONDITIONS TO CONSUMMATION. 47 6.1 Conditions to Each Party's Obligations..........................47 6.2 Conditions to the Obligations of Acquiror.......................48 6.3 Conditions to the Obligations of Acquiree Bank..................49
CONDITIONS TO CONSUMMATION. SECTION 5.1. CONDITIONS TO ALL PARTIES' OBLIGATIONS. The respective obligations of Monarch and NBSC to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the condition that all conditions contained in Article V of the Parent Plan have been satisfied or waived, which Article V is incorporated herein by this reference, and that the Parent Merger shall have been consummated.
