Notice of Certain Changes or Events Clause Samples

Notice of Certain Changes or Events. Following the execution of this Agreement and up to the Effective Time, 1st Financial promptly will notify AB&T in writing of and provide to AB&T such information as it shall request regarding (i) any Material Adverse Change in of affecting it or Mountain 1st or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, is reasonably likely to cause, create or result in any such Material Adverse Change; (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation, or warranty of 1st Financial or Mountain 1st herein, to be or become materially inaccurate, misleading, or incomplete, or which has resulted or may or could cause, create, or result in the breach or violation in any material respect of any of 1st Financial’s or Mountain 1st’s covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 7.02 or 7.03 below; or (iii) the occurrence or existence of any event, fact or condition that may reasonably be expected to (A) prevent or materially impede or delay 1st Financial or AB&T from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the transactions described in this Agreement, or (B) adversely affect treatment of the Merger as a tax-free reorganization.

Notice of Certain Changes or Events. Following the execution of this Agreement and up to the Effective Time, CNB promptly will notify MFC in writing of and provide to it such further information as it shall request regarding (i) any material adverse change in CNB's or Community's respective financial condition, results of operations, prospects, business, assets, Loan portfolio, investments, properties or operations, or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result in any such material adverse change, or of (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation or warranty of CNB herein to be or become inaccurate, misleading or incomplete in any material respect, or which has resulted or may or could cause, create or result in the breach or violation in any material respect of any of CNB's covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 7.01 or 7.03.

Notice of Certain Changes or Events. Following the execution of this Agreement and up to the Effective Time, Anson promptly will notify Uwharrie in writing of and provide to it such information as it shall request regarding (i) any material adverse change in its or the Bank's financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations, or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result in any such material adverse change, or (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation or warranty of Anson herein, or any information disclosed to Uwharrie, to be or become inaccurate, misleading or incomplete, or which has resulted or may or could cause, create or result in the breach or violation of any of Anson's covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 7.01. or 7.03.

Notice of Certain Changes or Events. Following the date of this Agreement and to and including the Effective Time, 1st Financial and Mountain 1st promptly will notify FCB in writing of and provide to it such further information as it shall request regarding (i) any 1st Financial Material Change, or of the actual or, to the Knowledge of 1st Financial, prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result in any such 1st Financial Material Change, (ii) the actual or, to the Knowledge of 1st Financial, prospective existence or occurrence of any condition or event which has caused or, with the lapse of time or otherwise, may or could cause, any statement, representation or warranty of 1st Financial or Mountain 1st herein to be or become inaccurate, misleading or incomplete in any material respect, or which has resulted or may or could cause, create or result in the breach or violation in any material respect of any of 1st Financial's or Mountain 1st's covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 8.01 or 8.03; and (iii) the occurrence or existence of any event, fact or condition that may reasonably be expected to prevent or materially impede or delay 1st Financial, Mountain 1st or FCB from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the transactions described in this Agreement.

Notice of Certain Changes or Events. Following the execution of this Agreement, Bancorp and/or FCB promptly will notify SFC in writing of and provide to it such further information as it shall request regarding (i) any FCB Material Adverse Change, or (ii) the actual or prospective existence or occurrence of any condition or event of which Bancorp and/or FCB has Knowledge and which has caused or, with the lapse of time or otherwise, reasonably could be expected to result in a FCB Material Adverse Change or to cause any statement, representation or warranty of Bancorp and/or FCB herein to be or become inaccurate, misleading or incomplete in any material respect, or which has resulted or reasonably could be expected to cause, create or result in the breach or violation in any material respect of any of Bancorp’s and/or FCB’s covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 8.01 or 8.

Notice of Certain Changes or Events. Following the date of this Agreement to and including the Effective Time, FCB promptly will notify 1st Financial in writing of and provide to it such further information as it shall request regarding (i) the actual or prospective existence or occurrence of any condition or event of which FCB has Knowledge and which will or, with the lapse of time or otherwise, reasonably could be expected to cause any statement, representation or warranty of FCB herein to be or become inaccurate, misleading or incomplete in any material respect, or which has resulted or reasonably could be expected to cause, create or result in the breach or violation in any material respect of any of FCB's covenants or agreements contained herein or in the failure of any of the conditions described in Paragraphs 8.01 or 8.02, and (ii) the occurrence or existence of any event, fact or condition that may reasonably be expected to prevent or materially impede or delay 1st Financial, Mountain 1st or FCB from obtaining the approvals of Regulatory Authorities required in order to consummate, or otherwise from completing, the transactions described in this Agreement.

Notice of Certain Changes or Events. Following the execution of this Agreement and up to the effective time of the Bank Merger, Select and Select Bank each shall promptly notify NCBC and NCBC Bank in writing of, and provide such information as NCBC or NCBC Bank shall request regarding, (i) any Material Adverse Effect on its financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations, or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, might or could cause, create or result in any such Material Adverse Effect, or of (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation or warranty of Select or Select Bank herein to be or become inaccurate, misleading or incomplete, or that has resulted or may or could cause, create or result in the breach or violation of any of Select’s or Select Bank’s covenants or agreements contained herein or in the failure of any of the conditions described in Sections 7.1 or 7.3 below.

Notice of Certain Changes or Events. Following the execution of this ----------------------------------- Agreement and up to the Effective Time, Carolina promptly will notify FNB in writing of and provide to it such information as it shall request regarding (i) any material adverse change in its consolidated financial condition, consolidated results of operations, prospects, business, assets, loan portfolio, investments, properties or operations, or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result in any such material adverse change, or of (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation or warranty of Carolina herein to be or become inaccurate, misleading or incomplete, or which has resulted or may or could cause, create or result in the breach or violation of any of Carolina's covenants or agreements contained herein or in the failure of any of the conditions described in Sections 7.1 or 7.3 below.

Notice of Certain Changes or Events. Following the execution of this Agreement and up to the Effective Time, Bankshares promptly will notify BHS in writing of and provide to it such information as it shall request regarding (i) any material adverse change in Bankshares’ consolidated financial condition, consolidated results of operations, prospects, business, assets, loan portfolio, investments, properties or operations, or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result in any such material adverse change, or (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation or warranty of Bankshares herein to be or become inaccurate, misleading or incomplete, or which has resulted or may or could cause, create or result in the breach or violation of any of Bankshares’ covenants or agreements contained herein or in the failure of any of the conditions described in Sections 7.1 or 7.2 below.