DUE DILIGENCE REVIEWS AND RIGHT TO TERMINATE. During the period beginning on the date of this Agreement and ending at 5:00 P.M. on July 10, 2002 (the "Due Diligence Period"), either of them may conduct continuing investigations of the assets and business affairs of the other and may terminate this agreement without liability or any further obligation to the other if it, in its sole discretion exercised in good faith, and based on information that comes to its attention as a result of such continuing investigation, believes that the Merger is not in the best interests of its shareholders. For purposes of CNB's continuing investigation of MFC, during the Due Diligence Period MFC will give CNB access to MFC's and MountainBank's books, records, files and other information to the same extent and in the same manner, as CNB is required to give access to MFC through the Effective Time pursuant to Paragraph 4.01(k) above. However, before either may may terminate this Agreement pursuant to this Paragraph 6.15, it shall give written notice to the other in the manner provided herein stating its intent to terminate and a description of the specific facts or circumstances underlying the condition upon which it bases its belief that the Merger is not in the best interests of its shareholders, and such termination by the party giving the notice of termination shall not become effective if, within 30 days following the giving of such notice, the other party shall cure the condition to the reasonable satisfaction of the party giving the notice or, if such condition is not reasonably susceptible to cure within 30 days, then following receipt of the written notice the other party shall have promptly commenced good faith efforts to cure the condition, shall diligently continue those efforts, and shall actually cure the condition within a reasonable time thereafter. In the event the other party CNB cannot or does not cure the condition to the reasonable satisfaction of the party giving the notice within such notice period (or during the extended period described above), termination of this Agreement by the party giving the notice thereafter shall be effective upon its giving of a further written notice of termination to the other party in the manner provided herein. EXHIBIT 2.2
Appears in 1 contract
DUE DILIGENCE REVIEWS AND RIGHT TO TERMINATE. During the period beginning on the date of this Agreement and ending at 5:00 P.M. on July 10, 2002 (the "Due Diligence Period"), either of them may conduct continuing investigations of the assets and business affairs of the other and may terminate this agreement without liability or any further obligation to the other if it, in its sole discretion exercised in good faith, and based on information that comes to its attention as a result of such continuing investigation, believes that the Merger is not in the best interests of its shareholders. For purposes of CNB's continuing investigation of MFC, during the Due Diligence Period MFC will give CNB access to MFC's and MountainBank's books, records, files and other information to the same extent and in the same manner, as CNB is required to give access to MFC through the Effective Time pursuant to Paragraph 4.01(k) above. However, before either may may terminate this Agreement pursuant to this Paragraph 6.15, it shall give written notice to the other in the manner provided herein stating its intent to terminate and a description of the specific facts or circumstances underlying the condition upon which it bases its belief that the Merger is not in the best interests of its shareholders, and such termination by the party giving the notice of termination shall not become effective if, within 30 days following the giving of such notice, the other party shall cure the condition to the reasonable satisfaction of the party giving the notice or, if such condition is not reasonably susceptible to cure within 30 days, then following receipt of the written notice the other party shall have promptly commenced good faith efforts to cure the condition, shall diligently continue those efforts, and shall actually cure the condition within a reasonable time thereafter. In the event the other party CNB cannot or does not cure the condition to the reasonable satisfaction of the party giving the notice within such notice period (or during the extended period described above), termination of this Agreement by the party giving the notice thereafter shall be effective upon its giving of a further written notice of termination to the other party in the manner provided herein. EXHIBIT 2.2.
Appears in 1 contract
Sources: Merger Agreement (CNB Holdings Inc)