Common use of Notification of Certain Changes Clause in Contracts

Notification of Certain Changes. CenterState and HCBF shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF shall provide on a periodic basis written notice to CenterState of any matters that HCBF becomes aware of that should be disclosed on a supplement or amendment to the HCBF Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (HCBF Holding Company, Inc.)

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Notification of Certain Changes. CenterState FBMS and HCBF SWGB shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF SWGB shall provide on a periodic basis written notice to CenterState FBMS of any matters that HCBF SWGB becomes aware of that should be disclosed on a supplement or amendment to the HCBF SWGB Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/), Agreement and Plan of Merger (Southwest Georgia Financial Corp)

Notification of Certain Changes. CenterState FBMS and HCBF HSBI shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF HSBI shall provide on a periodic basis written notice to CenterState FBMS of any matters that HCBF HSBI becomes aware of that should be disclosed on a supplement or amendment to the HCBF HSBI Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Voting Agreement (First Bancshares Inc /MS/)

Notification of Certain Changes. CenterState SMBK and HCBF SCB shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties warranties, or covenants contained herein and HCBF SCB shall provide on a periodic basis written notice to CenterState SMBK of any matters that HCBF SCB becomes aware of that should be disclosed on a supplement or amendment to the HCBF SCB Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 6.02, or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smartfinancial Inc.)

Notification of Certain Changes. CenterState FBMS and HCBF SWBS shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF each Party shall provide on a periodic basis written notice to CenterState the other Party of any matters that HCBF it becomes aware of that should be disclosed on a supplement or amendment to the HCBF such Party’s Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

Notification of Certain Changes. CenterState FBMS and HCBF FFB shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF FFB shall provide on a periodic basis written notice to CenterState FBMS of any matters that HCBF FFB becomes aware of that should be disclosed on a supplement or amendment to the HCBF FFB Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

Notification of Certain Changes. CenterState SMBK and HCBF PFG shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF PFG shall provide on a periodic basis written notice to CenterState SMBK of any matters that HCBF PFG becomes aware of that should be disclosed on a supplement or amendment to the HCBF PFG Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smartfinancial Inc.)

Notification of Certain Changes. CenterState FBMS and HCBF SSNF shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries' representations, warranties or covenants contained herein and HCBF SSNF shall provide on a periodic basis written notice to CenterState FBMS of any matters that HCBF SSNF becomes aware of that should be disclosed on a supplement or amendment to the HCBF SSNF Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sunshine Financial, Inc.)

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Notification of Certain Changes. CenterState FBMS and HCBF SSNF shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF SSNF shall provide on a periodic basis written notice to CenterState FBMS of any matters that HCBF SSNF becomes aware of that should be disclosed on a supplement or amendment to the HCBF SSNF Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

Notification of Certain Changes. CenterState FBMS and HCBF BBI shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF BBI shall provide on a periodic basis written notice to CenterState FBMS of any matters that HCBF BBI becomes aware of that should be disclosed on a supplement or amendment to the HCBF BBI Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

Notification of Certain Changes. CenterState BFC and HCBF HTB shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF HTB shall provide on a periodic basis written notice to CenterState BFC of any matters that HCBF HTB becomes aware of that should be disclosed on a supplement or amendment to the HCBF HTB Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank First Corp)

Notification of Certain Changes. CenterState FBMS and HCBF FPB shall promptly advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’ representations, warranties or covenants contained herein and HCBF FPB shall provide on a periodic basis written notice to CenterState FBMS of any matters that HCBF FPB becomes aware of that should be disclosed on a supplement or amendment to the HCBF FPB Disclosure Schedule; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

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