No Regulatory Approval. By Buyer or Company, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.)
No Regulatory Approval. By Buyer the Company or CompanyParent, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event any Requisite Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or a Governmental Authority shall have requested the permanent withdrawal of an application therefor shall have been permanently withdrawn at the request of a Governmental Authoritytherefor.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (KNBT Bancorp Inc), Shareholder Agreement (Willow Grove Bancorp Inc/New), Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp)
No Regulatory Approval. By Buyer or Company, if either of their respective boards its board of directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Peoples Federal Bancshares, Inc.), Agreement and Plan of Merger (Independent Bank Corp), Voting Agreement (Independent Bank Corp)
No Regulatory Approval. By Buyer CenterState or CompanyCharter, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Charter Financial Corp), Agreement and Plan of Merger (CenterState Bank Corp), Agreement and Plan of Merger (Charter Financial Corp)
No Regulatory Approval. By Buyer or Company, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bank of the Ozarks Inc), Agreement and Plan of Merger and Reorganization (Bank of the Carolinas CORP), Agreement and Plan of Merger (Bank of the Ozarks Inc)
No Regulatory Approval. By Buyer CenterState or CompanySunshine, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable 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 (Sunshine Bancorp, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.)
No Regulatory Approval. By Buyer or Company, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 3 contracts
Samples: Voting Agreement (Sunshine Bancorp, Inc.), Agreement and Plan of Merger (C1 Financial, Inc.), Agreement and Plan of Merger (Bank of the Ozarks Inc)
No Regulatory Approval. By Buyer CenterState or CompanyHCBF, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable 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 (HCBF Holding Company, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.)
No Regulatory Approval. By Buyer or CompanyBuyer, if either of their respective boards its board of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
No Regulatory Approval. By Buyer or Company, if either its Board of their respective boards Directors or Board of directors Directors, as applicable, so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement hereby shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Slades Ferry Bancorp)
No Regulatory Approval. By either Buyer or Company, if either of their respective boards its board of directors so determines by a majority vote of a majority of the members of its entire boardboard of directors, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement Merger or Bank Merger shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor seeking approval of the Merger or Bank Merger shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Independent Bank Corp)
No Regulatory Approval. By Buyer or Company, if either of their respective boards its board of directors so determines by a vote of a majority of the members of its entire boardBoard, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 2 contracts
Samples: Voting Agreement (Central Bancorp Inc /Ma/), Agreement and Plan of Merger (Independent Bank Corp)
No Regulatory Approval. By Buyer the Company or CompanyParent, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement Transactions shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Banknorth Group Inc/Me), Agreement and Plan of Merger (Banknorth Group Inc/Me)
No Regulatory Approval. By Buyer or the Company, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire board, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable 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 (New Hampshire Thrift Bancshares Inc)
No Regulatory Approval. By Buyer or CompanyFNB, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable 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 (Bank of the Ozarks Inc)
No Regulatory Approval. By Buyer the Company or CompanyParent, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event (i) the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement Transactions shall have been denied by final, non-appealable final nonappealable action by the applicable 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 (Bancorp Connecticut Inc)
No Regulatory Approval. By Buyer Bank or CompanyBuyer, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable 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 (New Hampshire Thrift Bancshares Inc)
No Regulatory Approval. By Buyer Merchants or CompanyNUVO, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire board, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority; and by Merchants if any Regulatory Approval is subject to a Materially Burdensome Condition.
Appears in 1 contract
No Regulatory Approval. By Buyer BFC or CompanyDBI, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 1 contract
No Regulatory Approval. By Buyer the Company or CompanyParent, if either its Board ---------------------- of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the Merger and the other transactions contemplated by this Agreement shall have been denied by final, non-appealable final nonappealable action by the applicable 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: Shareholder Agreement (American Financial Holdings Inc)
No Regulatory Approval. By either Buyer or Company, if either of their respective boards its board of directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable 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 (Independent Bank Corp)
No Regulatory Approval. By Buyer Purchaser or Company, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by the applicable 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 (Seacoast Banking Corp of Florida)
No Regulatory Approval. By Buyer the Company or CompanyParent, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement Transactions shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or a Governmental Authority shall have requested the permanent withdrawal of an application therefor shall have been permanently withdrawn at the request of a Governmental Authoritytherefor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me)
No Regulatory Approval. By Buyer Seller or CompanyBuyer, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority; provided, however, that a divestiture condition to any order of any Governmental Authority required for consummation shall not be deemed a denial hereunder of Buyer’s application for approval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bancorp /Vt)
No Regulatory Approval. By Buyer or Company, if either its Board of their respective boards of directors Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement Merger shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 1 contract
No Regulatory Approval. By either Buyer or Company, if either of their respective boards its board of directors so determines by a majority vote of a majority of the members of its entire boardboard of directors, in the event the approval of any Regulatory Approval Governmental Authority required for consummation of the transactions contemplated by this Agreement Merger or the Bank Merger shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or an application therefor seeking approval of the Merger or the Bank Merger shall have been permanently withdrawn at the request of a Governmental Authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Independent Bank Corp)
No Regulatory Approval. By Buyer the Company or CompanyParent, if either its Board of their respective boards of directors ---------------------- Directors so determines by a vote of a majority of the members of its entire boardBoard, in the event any Requisite Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable nonappealable action by the applicable such Governmental Authority or a Governmental Authority shall have requested the permanent withdrawal of an application therefor shall have been permanently withdrawn at the request of a Governmental Authoritytherefor.
Appears in 1 contract
