Common use of Suits and Proceedings Clause in Contracts

Suits and Proceedings. No order, judgment or decree shall be outstanding against a party hereto or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding shall be pending or threatened by any Governmental Entity seeking to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or Governmental Entity seeking to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto in connection with this Agreement and which Buyer or the Company determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 3 contracts

Samples: Merger Agreement (Center Bancorp Inc), Agreement and Plan of Merger (Center Bancorp Inc), Merger Agreement (Center Bancorp Inc)

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Suits and Proceedings. No order, judgment or decree shall be outstanding against a party hereto or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding shall be pending or threatened by any Governmental Entity seeking to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or Governmental Entity seeking to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto in connection with this Agreement and which Buyer Parent or the Company determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 3 contracts

Samples: Merger Agreement (Lakeland Bancorp Inc), Merger Agreement (Fulton Financial Corp), Merger Agreement (First Washington Financial Corp)

Suits and Proceedings. No order, judgment or decree order shall be outstanding against a party hereto or its Subsidiaries or a third party that would have the effect of preventing completion of the MergerMerger ; no suit, action or other proceeding shall be pending or threatened by any Governmental Entity seeking to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or Governmental Entity seeking to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto either party in connection with this Agreement and which Buyer Acquirer or the Company Target determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 2 contracts

Samples: Merger Agreement (Vaporin, Inc.), Merger Agreement (Vapor Corp.)

Suits and Proceedings. No order, judgment or decree Order shall be outstanding against a party hereto Party or its Subsidiaries or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding shall be pending or threatened by any Governmental Entity seeking to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or Governmental Entity seeking to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto Parties, Shore or the Bank in connection with this Agreement and which Buyer Purchaser or the Company Shore determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party Party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (1st Constitution Bancorp)

Suits and Proceedings. No order, judgment or decree Order shall be outstanding against a party hereto Party or its Subsidiaries or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding shall be pending or threatened by any Governmental Entity seeking to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or Governmental Entity seeking to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto Parties in connection with this Agreement and which Buyer or the Company ConnectOne determines in good faith, based upon the advice of their respective its outside legal counsel, makes it inadvisable to proceed with the Merger because the outcome of any such suit, action or proceeding has would reasonably be expected to have a significant potential Material Adverse Effect on ConnectOne and its Subsidiaries, taken as a whole, after giving effect to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (ConnectOne Bancorp, Inc.)

Suits and Proceedings. No order, judgment or decree shall be outstanding against a party hereto or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding Legal Proceeding shall be pending or threatened by any Governmental Entity seeking governmental body in which it is sought to restrain or prohibit the Merger; Merger and no suit, action or other proceeding Legal Proceeding shall be pending before any court or Governmental Entity seeking governmental agency in which it is sought to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto in connection with this Agreement and which Buyer TF or the Company Village determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding Legal Proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Village Financial Corp)

Suits and Proceedings. No order, judgment or decree Order shall be outstanding against a party hereto Party or its Subsidiaries or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding shall be pending or threatened by any Governmental Entity seeking to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or Governmental Entity seeking to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto Parties in connection with this Agreement and which Buyer Parent or the Company determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party Party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Lakeland Bancorp Inc)

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Suits and Proceedings. No order, judgment or decree shall be outstanding against a party hereto or a third party that would have the effect of preventing prevent completion of the Merger; no suit, action or other legal proceeding shall be pending or threatened by any Governmental Entity seeking or pending by a third party in which it is sought to restrain or prohibit the Merger; Merger and no suit, action or other legal proceeding shall be pending before any court or Governmental Entity seeking in which it is sought to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto in connection with this Agreement and which Buyer Valley or the Company NorCrown determines in good faith, based upon the written advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or legal proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Valley National Bancorp)

Suits and Proceedings. No order, judgment or decree shall be outstanding against a party hereto or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding Legal Proceeding shall be pending or threatened by any Governmental Entity seeking governmental body in which it is sought to restrain or prohibit the Merger; Merger and no suit, action or other proceeding Legal Proceeding shall be pending before any court or Governmental Entity seeking governmental agency in which it is sought to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto in connection with this Agreement and which Buyer PGFC or the Company CSB determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding Legal Proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Peapack Gladstone Financial Corp)

Suits and Proceedings. No order, judgment or decree shall be outstanding against a party hereto or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding Legal Proceeding shall be pending or threatened by any Governmental Entity seeking governmental body in which it is sought to restrain or prohibit the Merger; Merger and no suit, action or other proceeding Legal Proceeding shall be pending before any court or Governmental Entity seeking governmental agency in which it is sought to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto in connection with this Agreement and which Buyer United or the Company SBSO determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding Legal Proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (United National Bancorp)

Suits and Proceedings. No order, judgment or decree Order shall be outstanding against a party hereto Party or its Subsidiaries or a third party that would have the effect of preventing completion of the Merger; no suit, action or other proceeding shall be pending or threatened by any Governmental Entity seeking to restrain or prohibit the Merger; and no suit, action or other proceeding shall be pending before any court or Governmental Entity seeking to restrain or prohibit the Merger or obtain other substantial monetary or other relief against one or more parties hereto Parties, RFH or the Bank in connection with this Agreement and which Buyer 1st Constitution or the Company RFH determines in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the Merger because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party Party electing not to proceed of any of the material benefits to it of the Merger.

Appears in 1 contract

Samples: Merger Agreement (1st Constitution Bancorp)

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