Termination of the Merger. If any condition in Section 4.1 has not been fulfilled, or, in the opinion of a majority of the Board of Directors of any of the parties:
(a) any action, suit, proceeding or claim has been instituted, made or threatened relating to the proposed merger which makes consummation of the merger inadvisable; or
(b) for any other reason consummation of the merger is deemed inadvisable; then this Merger Agreement may be terminated at any time before the merger becomes effective. Upon termination, this Merger Agreement shall be void and of no further effect, and there shall be no liability by reason of this Merger Agreement or the termination thereof on the part of the parties or their respective directors, officers, employees, agents or stockholders.
Termination of the Merger. If the Merger Agreement is terminated prior to the Effective Time or the Closing Date does not occur within fourteen (14) days after the Effective Time, this Agreement shall automatically become void and of no effect.
Termination of the Merger. In the event that any condition specified in Paragraph 4.1 hereof cannot be fulfilled, or prior to the Effective Date the Board of Directors of any of the parties hereto reaches any of the following determinations:
(a) The number of shares of common stock of the Bank voting against the merger described herein makes consummation of such merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the merger described herein, whether initiated or threatened, makes consummation of such merger inadvisable; or
(c) Consummation of the merger described herein is inadvisable for any other reason; then this Merger Agreement shall terminate. Upon termination, this Merger Agreement shall be void and of no further effect, and there shall be no liability by reason of this Merger Agreement or the termination hereof on the part of any of the parties hereto or their respective directors, officers, employees, agents or shareholders.
Termination of the Merger. 30 7.1. Termination....................................................................................30 7.2.
Termination of the Merger. Prior to the Effective Date, the Plan may be terminated at any time by written notice by either the Bank or the Interim Bank or Holding to the other parties hereto that its board of directors is of the opinion that:
(a) The number of Bank Common Shares and/or Bank Preferred Shares that voted against approval of the Plan or the number with respect to which demand for payment of shares has been made is such that the consummation of the Merger is inadvisable, in the sole opinion of such board of directors.
(b) Any action, suit, proceeding, or claim is commenced or threatened or any claim is made that could make consummation of the Merger, in the sole opinion of such board of directors, inadvisable;
(c) It is likely that a Regulatory Approval, in the sole opinion of such board of directors, will not be obtained, or if obtained, has or will contain or impose a condition or requirement that would materially and adversely affect the operations or business prospects of Holding or the Continuing Bank following the Effective Date so as to render inadvisable the consummation of the Merger.
(d) Any other reason exists that makes consummation of the Merger in the sole opinion of such board of directors, inadvisable. Upon such determination, the Plan shall be deemed void, and there shall be no liability hereunder or on account of such termination on the part of the Bank, the Interim Bank, Holding, or the directors, officers, employees, agents or stockholders or any of them, except that in such event the Bank will pay the fees and expenses incurred by itself, the Interim Bank and Holding in connection with the transactions contemplated herein.
Termination of the Merger. Prior to the Effective Date, the Plan may be terminated at any time by written notice by either the Bank or the Interim Bank or Holding to the other parties hereto that its board of directors is of the opinion that:
(a) The number of Bank Common Shares and/or Bank Series A Preferred Shares that voted against approval of the Plan or the number with respect to which demand for payment of shares has been made is such that the consummation of the Merger is inadvisable, in the sole opinion of such board of directors.
(b) Any action, suit, proceeding, or claim is commenced or threatened or any claim is made that could make consummation of the Merger, in the sole opinion of such board of directors, inadvisable;
(c) It is likely that a Regulatory Approval, in the sole opinion of such board of directors, will not be obtained, or if obtained, has or will contain or impose a condition or requirement that would materially and adversely affect the operations or business prospects of Holding or the
Termination of the Merger. In the event that any condition specified in Section 4.1 hereof cannot be fulfilled, or prior to the Effective Time the Board of Directors of any of the parties hereto reaches any of the following determinations:
(a) The number of shares of common stock of the Bank voting against the Merger described herein makes consummation of the Merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the Merger, whether initiated or threatened, makes consummation of the Merger inadvisable; or
(c) Consummation of the Merger is inadvisable for any other reason;
Termination of the Merger. Agreement The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the Merger, before or after approval by holders of Shares: (a) by the mutual consent of Parent (also acting on behalf of the Purchaser) and the Company, by action of their respective Boards of Directors; or (b) by action of the Board of Directors of either Parent or the Company if (i) the Purchaser shall not have accepted for payment any Shares pursuant to the Offer prior to September 15, 1999; provided, however, that such right to terminate the Merger Agreement shall not be available to any party whose failure to perform any of its obligations under the Merger Agreement results in the failure of any Offer Condition or (ii) any governmental entity shall have issued an Order which shall have become final and non-appealable. In addition, the Merger Agreement may be terminated by action of the Board of Directors of Parent, if (x) (i) the Company shall have failed to comply in any material respect with any of the covenants or agreements under the Merger Agreement or (ii) a representation or warranty of the Company set forth in the Merger Agreement shall have been inaccurate when made or shall thereafter become inaccurate, except for such inaccuracies which, when taken together (in each case without regard to any qualification as to materiality or a Material Adverse Effect contained in the applicable representations and warranties) would not reasonably be likely to have a Material Adverse Effect, and, with respect to any such breach, failure to perform or inaccuracy that can be remedied, the breach, failure or inaccuracy is not remedied within 15 business days after the giving of written notice of such breach, failure or inaccuracy to the Company; (y) the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Parent or the Purchaser its approval or recommendation of the Offer, the Merger Agreement or the Merger or shall have adopted or recommended any Acquisition Proposal, or the Board of Directors of the Company, upon request by Parent, shall fail to reaffirm such approval or recommendation within 10 business days after such request if an Acquisition Proposal is pending, or shall have resolved to do any of the foregoing; or (z) if the Company or any of the other persons or entities shall have initiated, solicited or otherwise facilitated another Acquisition Proposal for the Company other than solely to ful...
Termination of the Merger. In the event that any condition specified in Section 4.1 hereof cannot be fulfilled, or prior to the Effective Time the Board of Directors of any of the parties hereto reaches any of the following determinations:
(a) The number of shares of common stock of the Bank voting against the Merger described herein makes consummation of the Merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the Merger, whether initiated or threatened, makes consummation of the Merger inadvisable; or
(c) Consummation of the Merger is inadvisable for any other reason; then this Agreement shall terminate. Upon termination, this Agreement shall be void and of no further effect, and there shall be no liability by reason of this Agreement or the termination hereof on the part of any of the parties hereto or their respective directors, officers, employees, agents or shareholders.
Termination of the Merger. Notwithstanding that this may have already been approved by the shareholders of CCB and Capital Co., this Merger Agreement may be terminated prior to the Effective Time:
(1) By mutual written consent of the Board of Directors of Capital Co. and CCB;
(2) In the event that any condition specified in Section 4.1 cannot be fulfilled, or prior to the Effective Date the Board of Directors of either of the parties hereto reaches any of the following determinations:
(a) Any action, suit, proceeding or claim relating to the Merger, whether initiated or threatened, makes consummation of the Merger inadvisable; or
(b) Consummation of the Merger is inadvisable for any other reason;
(3) By either party if the Merger has not been consummated by June 30, 2000.
