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.
Appears in 1 contract
Samples: Merger Agreement (Tehama Bancorp)
Termination of the Merger. In the event that If any condition specified in Paragraph Section 4.1 hereof ------------------------- cannot be fulfilled, or or, prior to the Effective Date Date, the Board of Directors of any of the parties hereto reaches any of the following determinationshas determined that:
(a) The number of shares of common stock of the Bank voting against the merger described herein Merger, makes its consummation of such merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the merger described hereinMerger, whether initiated or threatened, makes consummation of such merger Merger inadvisable; or
(c) Consummation of the merger described herein is inadvisable for any other reason; then then, this Merger Agreement shall terminatemay be terminated by any of the parties hereto, whether before or after shareholder and other approvals have been obtained in satisfaction of the conditions precedent set forth in Section 4.1. Upon as such 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 thereof on the part of any of the parties hereto or their respective directors, officers, employees, agents or shareholders.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (Pacific Mercantile Bancorp)
Termination of the Merger. In the event that If any condition specified in Paragraph 4.1 hereof canhas not be been fulfilled, or prior to the Effective Date a majority of the members of the Board of Directors of any of the parties hereto reaches any of the following determinationshas determined that:
(a) The number of shares of common stock of the Bank Common Stock voting against the merger described herein makes consummation of such the merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the merger described hereinherein has been instituted, whether initiated made or threatened, threatened which makes consummation of such the merger inadvisable; or
(c) Consummation For any other reason consummation of the merger described herein is inadvisable for any other reasoninadvisable; then this Merger Agreement shall terminatemay 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 hereof thereof on the part of any of the parties hereto or their respective directors, officers, employees, agents or shareholders.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (East West Bancorp Inc)
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.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (Coast Bancorp)
Termination of the Merger. In This Agreement may be terminated at any time before the event that Merger becomes effective if any condition specified in Paragraph 4.1 hereof canSection 4 has not be fulfilledbeen fulfilled within a reasonable period of time (as determined by a majority of the Board of Directors of any of the parties), or prior to the Effective Date Date, a majority of the members of the Board of Directors of any of the parties hereto reaches any of the following determinationshas determined that:
(a) The number of shares of common stock of the Bank Sturgis Common Stock voting against the merger described herein Merger makes consummation of such merger the Merger inadvisable; or;
(b) Any action, suit, proceeding or claim relating to the merger Merger described hereinherein has been instituted, whether initiated made or threatened, threatened which makes consummation of such merger the Merger inadvisable; or
(c) Consummation For any other reason consummation of the merger described herein Merger is inadvisable for any other reason; then this Merger Agreement shall terminateinadvisable. 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 thereof on the part of any of the parties hereto or their respective directors, officers, employees, agents or shareholders.
Appears in 1 contract
Samples: Plan of Reorganization and Merger Agreement (Sturgis Bancorp Inc)