Government and Other Approvals. Interchange and BVB shall have received approvals, acquiescence or consents, all on terms and conditions acceptable to Interchange, of the transactions contemplated by this Agreement from all necessary governmental agencies and authorities and other third parties, including, but not limited to, the S.E.C., the Federal Reserve, the FDIC and the New Jersey Department of Banking, and all applicable waiting periods shall have expired, and Interchange and BVB shall have received the approvals and consents of all third parties required to consummate this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby. Such approvals and consents shall not have imposed, in the reasonable judgment of Interchange, any material requirement upon Interchange, including, without limitation, any requirement that Interchange sell or dispose of any significant amount of its assets. Such approvals and the transactions contemplated hereby shall not have been contested or threatened to be contested by any federal or state governmental authority or by any other third party by formal proceedings. It is understood that, if such contest is brought by formal proceedings, Interchange may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.
Appears in 2 contracts
Samples: Merger Agreement (Bridge View Bancorp), Merger Agreement (Interchange Financial Services Corp /Nj/)
Government and Other Approvals. Interchange and BVB IBG shall have received approvals, acquiescence or approvals and consents, all on terms and conditions reasonably acceptable to InterchangeIBG, of the transactions contemplated as may be required (A) by this Agreement applicable law from all necessary governmental agencies and authorities and other third partiesapplicable Governmental Authorities, including, but not limited to, the S.E.C., including the Federal Reserve, the FDIC Federal Deposit Insurance Corporation (“FDIC”) and the New Jersey Texas Department of Banking, and (B) from all third parties, in each case, in connection with this Agreement and any other agreement contemplated hereby, and with the consummation of the transactions contemplated hereby and thereby, and all applicable waiting periods shall have expired, and Interchange and BVB shall have received the approvals and consents of all third parties required to consummate this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby. Such approvals and consents shall not have imposed, in the reasonable judgment of InterchangeIBG, any material requirement upon InterchangeIBG or the IBG Subsidiaries, including, without limitation, including any requirement that Interchange IBG sell or dispose of any significant amount of its assetsassets or any IBG Subsidiary. Such Neither such approvals and or consents, nor any of the transactions contemplated hereby hereby, shall not have been contested or threatened to be contested by any federal or state governmental authority Governmental Authority or by any other third party (except shareholders asserting statutory dissenters’ appraisal rights) by formal proceedings. It is understood that, if such contest is brought by formal proceedings, Interchange IBG may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Independent Bank Group Inc), Agreement and Plan of Reorganization (Independent Bank Group Inc)
Government and Other Approvals. Interchange and BVB shall have received approvals, acquiescence or consents, all on terms and conditions acceptable to Interchange, of the transactions contemplated by this Agreement from all necessary governmental agencies and authorities and other third parties, including, but not limited to, the S.E.C., the Federal Reserve, the FDIC and the New Jersey Department of Banking, and all applicable waiting periods shall have expired, and Interchange and BVB shall have received the approvals and consents of all third parties required to consummate this Agreement and any other agreement contemplated hereby hereby, and the transactions contemplated hereby. Such approvals and consents shall not have imposed, in the reasonable sole judgment of Interchange, any material requirement upon Interchange, including, without limitation, any requirement that Interchange sell or dispose of any significant amount of its assets. Such approvals and the transactions contemplated hereby shall not have been contested or threatened to be contested by any federal or state governmental authority or by any other third party by formal proceedings. It is understood that, if such contest is brought by formal proceedings, Interchange may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.
Appears in 2 contracts
Samples: Merger Agreement (Bridge View Bancorp), Merger Agreement (Interchange Financial Services Corp /Nj/)
Government and Other Approvals. Interchange and BVB IBG shall have received approvals, acquiescence or approvals and consents, all on terms and conditions reasonably acceptable to InterchangeIBG, of the transactions contemplated as may be required (A) by this Agreement applicable law from all necessary governmental agencies and authorities and other third partiesapplicable Governmental Authorities, including, but not limited to, including the S.E.C., the Federal ReserveFRB, the FDIC and the New Jersey Department TDB, and (B) from all third parties, in each case, in connection with this Agreement and any other agreement contemplated hereby, and with the consummation of Bankingthe transactions contemplated hereby and thereby, and all applicable waiting periods shall have expired, and Interchange and BVB shall have received the approvals and consents of all third parties required to consummate this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby. Such approvals and consents shall not have imposed, in the reasonable judgment of InterchangeIBG, any material adverse requirement upon InterchangeIBG or its Subsidiaries, including, without limitation, including any requirement that Interchange IBG sell or dispose of any significant amount of its assetsassets or any IBG Subsidiary. Such Neither such approvals and or consents, nor any of the transactions contemplated hereby hereby, shall not have been contested or threatened to be contested by any federal or state governmental authority Governmental Authority or by any other third party (except shareholders asserting statutory dissenters’ appraisal rights) by formal proceedings. It is understood that, if such contest is brought by formal proceedings, Interchange IBG may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Government and Other Approvals. Interchange Purchaser and BVB the Company shall have received approvals, acquiescence or consentsconsents (including any approvals, acquiescence or consents that may be required in order to fulfill the transactions contemplated by Section 5.03), all on terms and conditions acceptable to InterchangePurchaser, of the transactions contemplated by this Agreement and the Merger Agreement from all necessary governmental agencies and authorities and other third partiesauthorities, including, including but not limited to, the S.E.C., to the Federal Reserve, the FDIC OCC and the New Jersey Department of BankingFDIC, and all applicable waiting periods shall have expired, and Interchange and BVB Purchaser or the Company shall have received the approvals and consents of all third parties required to consummate this Agreement and any the other agreement agreements contemplated hereby hereby, including, but not limited to, the Merger Agreement and the transactions contemplated hereby. Such approvals hereby and thereby, including all consents shall not have imposed, in the reasonable judgment of Interchange, any material requirement upon Interchange, including, without limitation, any requirement that Interchange sell or dispose of any significant amount of its assetsdescribed on Schedules 3.07 and 4.05. Such approvals and the transactions contemplated hereby shall not have been contested or threatened to be contested by any federal Federal or state governmental authority or by any other third party (except shareholders asserting statutory d issenters appraisal rights) by formal proceedings. It is understood thatHowever, if such contest is brought by formal proceedings, Interchange Purchaser may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bankshares Inc)