Previously Disclosed Sample Clauses

Previously Disclosed. The business of it and its subsidiaries will be conducted only in the ordinary and usual course and, to the extent consistent therewith, it and its subsidiaries will use all reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates and to take no action that would (1) adversely affect the ability of any of them to obtain any necessary approvals of Governmental Entities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the proviso to Section 7.1(b), (2) adversely affect its ability to perform its obligations under this Agreement or the Stock Option Agreements or (3) be reasonably likely to result in a Material Adverse Effect.

Previously Disclosed. The terms “Previously Disclosed to FCB” and “Previously Disclosed to SFC” shall mean the disclosure of information by SFC and SNB to FCB and Bancorp, or by FCB and Bancorp to SFC, respectively, as of the last day of the calendar month immediately preceding the date of this Agreement or as of such other date as is specified herein, in the manner described in Paragraph 11.05 of this Agreement.

Previously Disclosed. The terms of the directors of the Continuing Corporation after the Effective Date shall be allocated, prior to the mailing of the Proxy Statement, so that, as nearly as practicable, the terms of the same number of persons designated as directors by CFF and by OVB, respectively, will expire in each applicable year. If prior to the Effective Date (i) any of the individuals named by either CFF or OVB to serve on the Board of Directors of the Continuing Corporation following the Effective Date becomes unable or unwilling to serve as a director of the Continuing Corporation, or (ii) either CFF or OVB determines to replace an individual named by such party to serve on the Board of Directors of the Continuing Corporation, the party that designated such individual may name a replacement to become a director of the Continuing Corporation after the Effective Date. For so long as David R. Alvord and John C. Mot▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇s Co-▇▇▇▇ ▇▇ ▇▇▇ Continuing Corporation, they shall also serve as Co-Chairs of the Board of Directors. The Board of Directors of the Continuing Bank following the Bank Merger shall be identical to members of the Continuing Corporation.

Previously Disclosed it owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (C) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to it or its wholly-owned Subsidiaries) by reason of any Right or otherwise, (D) there are no contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any equity securities of any such Subsidiaries (other than to it or its wholly-owned Subsidiaries), (E) there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities and (F) all the equity securities of each Subsidiary held by WBI or its Subsidiaries are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55) and are owned by WBI or its Subsidiaries free and clear of any Liens. (ii) WBI does not own beneficially, directly or indirectly, any equity securities or similar interests of any Person, or any interest in a partnership or joint venture of any kind, other than its Subsidiaries. (iii) Each of WBI's Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization, and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified.

Previously Disclosed. The terms "Previously Disclosed to FCB" and "Previously Disclosed to CBI" shall mean the disclosure of information by CBI and CRB to FCB, or by FCB to CBI and CRB, respectively, as of a date not more than ten days prior to the date of this Agreement, or, in the case of certain information, as of such other date as is specified herein, in a letter delivered by the disclosing party(ies) to the other party(ies) specifically referring to this Agreement and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto. Information shall be deemed to have been Previously Disclosed for the purpose of a given Paragraph, Subparagraph or item of this Agreement only if a specific reference to that Paragraph, Subparagraph or item is made by the disclosing party(ies) in its above letter.

Previously Disclosed. “Previously Disclosed” with regard to (1) any party means information set forth on its Disclosure Schedule corresponding to the provision of this Agreement to which such information relates; provided that information which, on its face is reasonably apparent to a reader that it relates to another provision of this Agreement, shall also be deemed to be Previously Disclosed with respect to such other provision and (2) the Company, includes information publicly disclosed by the Company in the SEC Reports filed by it with or furnished to the SEC and publicly available on or prior to the Closing Date (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are predictive or forward-looking in nature).

Previously Disclosed. RBC has delivered to JBI a true and complete copy of its 401(k) Plan, which is the only "employee benefit plan" within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), covering employees or former employees of it and Regent (the "Employees").

Previously Disclosed. “Previously Disclosed” means (i) information set forth in the Disclosure Schedule corresponding to the provision of this Agreement to which such information relates; provided that information which, on its face is reasonably apparent to a reader that it relates to another provision of this Agreement and (ii) information publicly disclosed by the Company in the SEC Reports filed by it with or furnished to the Commission and publicly available on or prior to the Closing Date (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are predictive or forward-looking in nature). Any certificate signed by any officer of the Company and delivered to each Placement Agent or to counsel for the Placement Agents in connection with the offering of the Shares shall be deemed a representation and warranty by the Company to each Placement Agent and the Investors as to the matters covered thereby.

Previously Disclosed. Notwithstanding the definition of "Previously -------------------- Disclosed" contained in Section 11.1 hereof or the other terms and conditions of this Agreement, the Parties hereto agree that materials reflected as having been Previously Disclosed in this Agreement have not yet been distributed by each Party to the other. Each Party shall deliver the appropriate schedule of materials Previously Disclosed not later than 5:00 p.m. on November 26, 1996. If the materials disclosed by either the ▇▇▇▇ Companies or the Holding Companies reveals previously undisclosed matters which, either individually or in the aggregate, would have a Material Adverse Effect, the recipient of such Previously Disclosed materials shall have the right to terminate its obligations under this Agreement on or before 5:00 p.m. on December 16, 1996. [SIGNATURES ON NEXT PAGE]