No Approval. By the Company or Parent, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority 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by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Falmouth Bancorp Inc), Agreement and Plan of Merger (Independent Bank Corp), Voting Agreement (Abington Bancorp Inc)
No Approval. By the Company or Parentthe Acquiror, in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority 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by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Centura Banks Inc), Agreement and Plan of Merger (Royal Bank of Canada \), Agreement and Plan of Merger (Eagle Bancshares Inc)
No Approval. By the Company or Parentthe Acquiror (and with written notice to the other party), in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority 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by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flag Financial Corp), Agreement and Plan of Merger (Admiralty Bancorp Inc), Agreement and Plan of Merger (Royal Bank of Canada \)
No Approval. By the Company FSB or ParentLincoln, in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (1) the approval of any Governmental Authority required for consummation of the Company Merger and the other transactions contemplated by this Agreement shall have been denied by final nonappealable non-appealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at (2) the request of a Governmental Authorityshareholder approval contemplated by Section 6.02 herein is not obtained.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (First Shares Bancorp Inc), Agreement and Plan of Reorganization (Lincoln Bancorp /In/)
No Approval. By the Company or Parent, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority required for consummation of any of the Merger and the other transactions contemplated by this Agreement Transactions shall have been denied by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental AuthorityAuthority or (ii) the shareholder approval referred to in Section 7.01(a) herein is not obtained at the Company Meeting.
Appears in 2 contracts
Samples: Shareholder Agreement (Banknorth Group Inc/Me), Shareholder Agreement (Banknorth Group Inc/Me)
No Approval. By the Company Acquiror or ParentBank, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority 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 Authority Authority, or an application therefor (ii) the shareholder approvals required by Section 7.01(a) shall not have been permanently withdrawn at the request of a Governmental Authorityobtained.
Appears in 1 contract
No Approval. By the Company or Parent, if its the respective Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority required for consummation of the Merger and or the other transactions contemplated by this Agreement shall have been denied by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental AuthorityAuthority or (ii) the shareholder approval referred to in Section 7.01(a) herein is not obtained at the Company Meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
No Approval. By the Company or Parentthe Acquiror, in each case if its ----------- Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn (ii) any stockholder approval required by Section 6.02 herein is not obtained at the request of a Governmental AuthorityCompany Meeting.
Appears in 1 contract
Samples: Dime Bancorp Inc
No Approval. By the Company First Security or ParentZions, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zions Bancorporation /Ut/)
No Approval. By the Company or Parentthe Acquiror, in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn (ii) any stockholder approval required by Section 6.02 herein is not obtained at the request of a Governmental AuthorityCompany Meeting.
Appears in 1 contract
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co)
No Approval. By the Company or Parentby the Purchaser, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority Body 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 Authority Body or an application therefor shall have been permanently withdrawn at any Governmental Body issues a final nonappealable order blocking the request of a Governmental AuthorityMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Technology Visions Group Inc)
No Approval. By the Company Parent or ParentSeller, in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority required for consummation of the Merger and the other transactions contemplated by this Merger Agreement shall have been denied by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 1 contract
Samples: Merger Agreement (Ii-Vi Inc)
No Approval. By the Company or ParentZions, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn (ii) the stockholder approval required by Section 7.01(a) herein is not obtained at the request of a Governmental AuthorityCompany Meeting.
Appears in 1 contract
No Approval. By the Company or Parent, if its the respective Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn at the invitation, request or suggestion of a Governmental AuthorityAuthority or (ii) the shareholder approval referred to in Section 7.01(a) herein is not obtained at the Company Meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
No Approval. By the Company or ParentZions, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn (ii) the stockholder approval required by Section 7.01(a) herein is not obtained at the request of a Governmental AuthorityCompany Meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eldorado Bancshares Inc)
No Approval. By the Company or Parentby the Shareholders of Purchaser, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority Body 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 Authority Body or an application therefor shall have been permanently withdrawn at any Governmental Body issues a final nonappealable order blocking the request of a Governmental AuthorityMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Millenium Holding Group Inc /Az/)
No Approval. By the Company First American or ParentAmSouth, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amsouth Bancorporation)
No Approval. By the Company or Parent, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.the
Appears in 1 contract
No Approval. By the Company or Parentthe Acquiror, in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (1) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn (2) any share holder approval required by Section 6.02 herein is not obtained at the request of a Governmental AuthorityCompany Meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeview Financial Corp /Nj/)
No Approval. By the Company Buyer or ParentSeller, in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (1) the approval of any Governmental Authority required for consummation of the Merger and the other transactions contemplated by this Merger Agreement shall have been denied by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority(2) any shareholder approval required by Section 5.02 herein is not obtained.
Appears in 1 contract
Samples: Merger Agreement (Rexnord LLC)
No Approval. By the Company or Parent, if its the respective Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event the approval of any Governmental Authority required for consummation of the Merger and or the other transactions contemplated by this Agreement shall have been denied by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
No Approval. By the Company or Parent, if its the respective Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority required for consummation of the Merger, the Bank Merger and or the other transactions contemplated by this Agreement shall have been denied by final nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental AuthorityAuthority or (ii) the shareholder approval referred to in Section 7.01(a) herein is not obtained at the Company Meeting.
Appears in 1 contract
Samples: Shareholder Agreement (Americanwest Bancorporation)
No Approval. By the Company or Parentthe Acquiror, in each case if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (1) the approval of any Governmental Authority 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 Authority or an application therefor shall have been permanently withdrawn (2) any shareholder approval required by Section 6.02 herein is not obtained at the request of a Governmental AuthorityCompany Meeting.
Appears in 1 contract
