Merger Covenants. 24 5.4 Compliance with Antitrust Laws........................................24
Merger Covenants. Notwithstanding that North Valley believes that it has established all allowances and taken all provisions for losses required by GAAP and applicable Laws, North Valley recognizes that TriCo may have adopted different loan, accrual and allowance policies (including loan classifications and levels of allowances for losses). In that regard and in general from and after the date of this Agreement to the Effective Time, North Valley and TriCo shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming immediately prior to the Effective Time, based upon such consultation, North Valley’s loan, accrual and allowance policies to those policies of TriCo to the extent consistent with GAAP, provided, however, that no such additional accruals and loss allowances will be: (i) required to be made more than two (2) Business Days prior to the Closing Date and only after all conditions under Article VII have been satisfied or waived or (ii) deemed to have a Material Adverse Effect upon North Valley if made upon TriCo’s written request.
Merger Covenants. (a) Notwithstanding that Empire believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable Laws, Empire recognizes that Sterling may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, Empire and Sterling shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming immediately prior to the Effective Time, based upon such consultation, Empire's loan, accrual and reserve policies to those policies of Sterling to the extent consistent with GAAP.
(b) Empire and Sterling shall cooperate and use their best reasonable efforts to terminate or withdraw from Empire's Financial Institutions Thrift Plan, Financial Institutions Retirement Fund, MRDP, Stock Option Plan, Employee Stock Ownership Plan and all other Plans at or as soon as reasonably practicable after the Effective Time. Sterling agrees, subject to applicable Laws and the Plan documents, to allow any unallocated shares of Empire Common Stock in the Empire ESOP (following retirement of all borrowings of the Empire ESOP) to be allocated to participants and, with respect to the Financial Institutions Retirement Fund, to cause any overfunding to be allocated to participants. ARTICLE VI ADDITIONAL AGREEMENTS
Merger Covenants. Notwithstanding that SKAN believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, SKAN recognizes that BSB Bancorp may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, SKAN and BSB Bancorp shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming, based upon such consultation, SKAN's loan, accrual and reserve policies to those policies of BSB Bancorp to the extent appropriate.
Merger Covenants. Notwithstanding that NewMil believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable Laws, NewMil recognizes that Wxxxxxx may have different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, NewMil and Wxxxxxx shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming, based upon such consultation, NewMil’s loan, accrual and reserve policies to those policies of Wxxxxxx to the extent appropriate. Notwithstanding the foregoing, NewMil will be under no obligation to implement any portion of the plan of integration until such time as all Requisite Regulatory Approvals have been obtained.
Merger Covenants. Notwithstanding that First Chester believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable Laws, First Chester recognizes that Tower may have different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, First Chester and Tower shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming, based upon such consultation, First Chester’s loan, accrual and reserve policies to those policies of Tower to the extent appropriate.
Merger Covenants. Notwithstanding that MECH believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, MECH recognizes that Xxxxxxx may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, MECH and Xxxxxxx shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming, based upon such consultation, MECH's loan, accrual and reserve policies to those policies of Xxxxxxx to the extent appropriate and consistent with the fiduciary duties of MECH's Board of Directors.
Merger Covenants. Notwithstanding that Target believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable Laws, Target recognizes that WAL may have different loan classification, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, Target and WAL shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming, based upon such consultation, Target’s loan classification, accrual and reserve policies to those policies of WAL to the extent appropriate; provided, however, that Target shall not be obligated to incur any out-of-pocket cost or expense in consulting and cooperating with WAL and otherwise carrying out its obligations under this Section 5.2.
Merger Covenants. Notwithstanding that Nutmeg believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Nutmeg recognizes that may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, Nutmeg and NewMil shall consult and cooperate with each other in order to formulate the plan of integration for the Merger, including, among other things, with respect to conforming, based upon such consultation, Nutmeg's loan, accrual and reserve policies to those policies of NewMil to the extent appropriate, provided, that any change in Nutmeg's policies in connection with such matters need not be effected until the parties receive all necessary governmental and stockholder approvals and consents to consummate the transactions contemplated hereby. To facilitate the foregoing, Nutmeg shall assign a loan officer to work with a NewMil loan officer to conform the documentation, information and data in Nutmeg's loan files with the policies and procedures required by NewMil in its loan files.
Merger Covenants. (a) Notwithstanding that Maritime Bank believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, Maritime Bank recognizes that Webster may have adopted different loan, accrual and reserve policixx (xxcluding loan classifications and levels of reserves for possible loan losses). In that regard, and in general, from and after the date of this Agreement to the Effective Time, Maritime Bank and Webster shall consult and cooperate with each other in order to formulxxx xxx plan of integration for the Merger, including, among other things, with respect to conforming, based upon such consultation, Maritime Bank's loan, accrual and reserve policies to those policies of Webster to the extent appropriate, provided, that any change in Marxxxxx Bank's policies in connection with such matters need not be effected until the parties receive all necessary governmental and stockholder approvals and consents to consummate the transactions contemplated hereby.
(b) If it becomes necessary under Nasdaq rules or applicable laws to obtain Webster shareholder approval of this Agreement, the Merger or the otxxx xxxnsactions contemplated hereby, Webster shall take all steps necessary to obtain the approval of its xxxxxholders as promptly as possible. In connection therewith, Webster shall take all steps necessary to duly call, give notice and cxxxxxx a meeting of its shareholders for such purpose.
