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

Notice of Certain Changes or Events. Following the date of this Agreement and to and including the Effective Time, 1st Financial and Mountain 1st promptly will notify FCB in writing of and provide to it such further information as it shall request regarding (i) any 1st Financial Material Change, or of the actual or, to the Knowledge of 1st Financial, prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result in any such 1st Financial Material Change, (ii) the actual or, to the Knowledge of 1st Financial, prospective existence or occurrence of any condition or event which has caused or, with the lapse of time or otherwise, may or could cause, any statement, representation or warranty of 1st Financial or Mountain 1st herein to be or become inaccurate, misleading or incomplete in any material respect, or which has resulted or may or could cause, create or result in the breach or violation in any material respect of any of 1st Financial's or Mountain 1st's covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 8.01 or 8.03; and (iii) the occurrence or existence of any event, fact or condition that may reasonably be expected to prevent or materially impede or delay 1st Financial, Mountain 1st or FCB from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the transactions described in this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan (1st Financial Services CORP), Plan of Merger (1st Financial Services CORP)

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Notice of Certain Changes or Events. Following the date of this Agreement and up to and including the Effective Time, 1st Financial Cordia and Mountain 1st promptly BOV will within two business days notify FCB in writing of and provide to it such further information as it shall request regarding (i) any 1st Financial Cordia Material Change, or of the actual or, to the Knowledge of 1st FinancialCordia, prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, may or could is reasonably likely to cause, create or result in any such 1st Financial Cordia Material Change, (ii) the actual or, to the Knowledge of 1st FinancialCordia, prospective existence or occurrence of any condition or event which has caused or, with the lapse of time or otherwise, may or could is reasonably likely to cause, any statement, representation or warranty of 1st Financial or Mountain 1st Cordia herein to be or become inaccurate, misleading or incomplete in any material respect, or which has resulted or may or could is reasonably likely to cause, create or result in the breach or violation in any material respect of any of 1st Financial's or Mountain 1stCordia's covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 8.01 or 8.03; and (iii) the occurrence or existence of any event, fact or condition that to the Knowledge of Cordia may reasonably be expected to prevent or materially impede or delay 1st Financialdxxxx Xxxxxx, Mountain 1st BOV or FCB from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the Merger or any of the other transactions described in or contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cordia Bancorp Inc)

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Notice of Certain Changes or Events. Following the date of this Agreement and to and including the Effective Time, 1st Financial and Mountain 1st promptly will notify FCB in writing of and provide to it such further information as it shall request regarding (i) any 1st Financial Material Change, or of the actual or, to the Knowledge of 1st Financial, prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result in any such 1st Financial Material Change, (ii) the actual or, to the Knowledge of 1st Financial, prospective existence or occurrence of any condition or event which has caused or, with the lapse of time or otherwise, may or could cause, any statement, representation or warranty of 1st Financial or Mountain 1st herein to be or become inaccurate, misleading or incomplete in any material respect, or which has resulted or may or could cause, create or result in the breach or violation in any material respect of any of 1st Financial's ’s or Mountain 1st's ’s covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 8.01 or 8.03; and (iii) the occurrence or existence of any event, fact or condition that may reasonably be expected to prevent or materially impede or delay 1st Financial, Mountain 1st or FCB from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the transactions described in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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