Common use of Termination of the Merger Clause in Contracts

Termination of the Merger. Prior to the Effective Date, this Agreement may be terminated at any time by written notice by either the Bank or the Interim Bank to the other that its Board of Directors is of the opinion that: (a) The number of Bank Shares that voted against approval of this Agreement, the number of Bank Shares with respect to which the holders thereof recorded their opposition to the Merger or the number with respect to which demand for payment of shares has been made is such that the consummation of the Merger is, in the sole opinion of such Board of Directors, inadvisable, (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, will contain or impose any condition or requirement that would materially and adversely affect the operations or business prospects of the Holding or the Continuing Bank following the Effective Date so as to render inadvisable the consummated of the Merger; or (d) Any other reason exists that makes consummation of the Merger in the sole opinion of such Board of Directors, inadvisable. Upon such determination, this Agreement shall be 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 fees and expenses incurred by itself, the Interim Bank and Holding in connection with the proposed reorganization.

Termination of the Merger. Prior to the Effective Date, this Agreement 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 board of Directors directors is of the opinion that: (a) The number of Bank Common Shares and/or Bank Preferred Shares that voted against approval of this Agreement, the number of Bank Shares with respect to which the holders thereof recorded their opposition to the Merger Plan or the number with respect to which demand for payment of shares has been made is such that the consummation of the Merger isis inadvisable, in the sole opinion of such Board board of Directors, inadvisable,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 board of Directorsdirectors, inadvisable; (c) It is likely that a Regulatory Approval, in the sole opinion of such Board board of Directorsdirectors, will not be obtained, or if obtained, has or will contain or impose any a condition or requirement that would materially and adversely affect the operations or business prospects of the Holding or the Continuing Bank following the Effective Date so as to render inadvisable the consummated consummation of the Merger; or. (d) Any other reason exists that makes consummation of the Merger in the sole opinion of such Board board of Directorsdirectors, inadvisable. Upon such determination, this Agreement the Plan shall be void 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 proposed reorganizationtransactions contemplated herein.