Common use of Notice of Certain Changes or Events Clause in Contracts

Notice of Certain Changes or Events. Following the execution of this Agreement and up to the Effective Time, AB&T promptly will notify 1st Financial in writing of and provide to 1st Financial such information as it shall request regarding (i) any Material Adverse Change in of affecting it or Alliance or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, is reasonably likely to cause, create or result in any such Material Adverse Change; (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation, or warranty of AB&T or Alliance herein, to be or become materially inaccurate, misleading, or incomplete, or which has resulted or may or could cause, create, or result in the breach or violation in any material respect of any of AB&T’s or Alliance’s covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 7.01 or 7.03 below; or (iii) the occurrence or existence of any event, fact or condition that may reasonably be expected to (A) prevent or materially impede or delay AB&T or 1st Financial from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the transactions described in this Agreement, or (B) adversely affect treatment of the Merger as a tax-free reorganization.

Appears in 3 contracts

Samples: Merger Agreement (1st Financial Services CORP), Merger Agreement (AB&T Financial CORP), Merger Agreement (1st Financial Services CORP)

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Notice of Certain Changes or Events. Following the execution of this Agreement and up to the Effective Time, AB&T 1st Financial promptly will notify 1st Financial AB&T in writing of and provide to 1st Financial AB&T such information as it shall request regarding (i) any Material Adverse Change in of affecting it or Alliance Mountain 1st or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, is reasonably likely to cause, create or result in any such Material Adverse Change; (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation, or warranty of AB&T 1st Financial or Alliance Mountain 1st herein, to be or become materially inaccurate, misleading, or incomplete, or which has resulted or may or could cause, create, or result in the breach or violation in any material respect of any of AB&T1st Financial’s or AllianceMountain 1st’s covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 7.01 7.02 or 7.03 below; or (iii) the occurrence or existence of any event, fact or condition that may reasonably be expected to (A) prevent or materially impede or delay AB&T or 1st Financial or AB&T from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the transactions described in this Agreement, or (B) adversely affect treatment of the Merger as a tax-free reorganization.

Appears in 3 contracts

Samples: Merger Agreement (1st Financial Services CORP), Merger Agreement (AB&T Financial CORP), Merger Agreement (1st Financial Services CORP)

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