Regulatory Condition. No condition or requirement shall have been imposed by one or more Governmental Entities in connection with any required approval by them of the Merger that requires Parent or any of its subsidiaries to be operated in a manner that would have a material adverse effect on Parent or Company or on the consummation of this Agreement or the transactions contemplated hereby.
Regulatory Condition. No condition or requirement has been imposed by one or more Governmental Entities in connection with any required approval by them of the Merger relating to the transactions contemplated hereunder which, either alone or together with all such other conditions or requirements requires the Company or its subsidiaries to be operated in a manner which is materially different from industry standards in effect on the date hereof and which materially adversely affects the business, financial condition, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or their businesses, other than their commercial finance businesses, taken as a whole.
Regulatory Condition. Buyer has not received any indication from any federal or state governmental agency or authority that such agency would oppose or refuse to grant a Regulatory Approval, and to Buyer’s Knowledge, there exists no fact or circumstance that would prevent or delay Buyer’s ability to obtain promptly all Regulatory Approvals.
Regulatory Condition. Each party may terminate this Agreement upon a determination that this Agreement may not be modified to satisfy a Regulatory Condition pursuant to the terms and subject to the conditions of Section 3.4(b).
Regulatory Condition. The applicable waiting period (and any extension thereof) under the HSR Act applicable to the Merger or the transactions contemplated by this Agreement shall have expired or been terminated.
Regulatory Condition. This Agreement shall be enforceable, except to the extent otherwise prohibited by regulatory agencies with jurisdiction over the Company and the Bank.
Regulatory Condition. A-i Schedule 14D-.......................................................................95
Regulatory Condition. Any distribution, acceleration, vesting or payment of benefits to a Participant pursuant to this Agreement or otherwise, is and shall be subject to and conditioned upon prior compliance with all applicable provisions and requirements, including prior regulatory approval requirements, if applicable, of 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.
Regulatory Condition. Notwithstanding anything to the contrary contained herein, if, during the period after the date hereof until the Initial Closing Date, any state or federal banking or securities regulatory authority imposes a cease and desist order, written agreement or similar formal regulatory action ("FORMAL WRITTEN ACTION") against the Partnership, then, notwithstanding the satisfaction or waiver of all conditions to closing set forth in Article 8 hereof, DST shall be entitled to (a) delay the Initial Closing for two (2) business days from the date DST receives written notice from FCTC or the Partnership of the imposition of the Formal Written Action, if all other conditions to closing set forth in Article 8 have otherwise been satisfied, or (b) if all other conditions to closing set forth in Article 8 shall have not been satisfied, to suspend its performance under this Agreement for two (2) business days from the date DST receives written notice from FCTC or the Partnership of the imposition of the Formal Written Action. On the third (3rd) business day after the date DST receives written notice from FCTC or the Partnership of the imposition of the Formal Written Action, DST shall notify FCTC if (i) DST elects to consummate the transactions contemplated hereby in accordance with all terms of this Agreement (and without any amendments thereto) notwithstanding the imposition of the Formal Written Action, in which case, DST shall not be entitled thereafter to terminate this Agreement for any reason relating to the imposition of the Formal Written Action, and the Initial Closing shall occur promptly thereafter (or as soon as all conditions to closing set forth in Article 8 shall have otherwise been satisfied), or (ii) DST elects not to consummate the transactions contemplated hereby, in which case, this Agreement shall terminate and be of no further force and effect. Each of the parties hereto agrees that the provisions of this SECTION 7.9 shall contain the sole and exclusive remedy available to DST in the event a Formal Written Action is imposed against the Partnership prior to the Initial Closing Date, and that neither Purchasers nor Sellers shall be entitled to seek indemnification from the other parties hereto with respect to any such Formal Written Action, whether issued before or after the Initial Closing Date.
Regulatory Condition. No condition or requirement shall have been imposed by one or more Governmental Entities in connection with any required approval by them of the Merger that requires Xxxx Xxxxx to be operated in a manner that would have a Material Adverse Effect.
