Material Adverse Effect. Means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that "Material Adverse Effect" shall not be deemed
... to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank or the Purchasers in consummating the transactions contemplated by this Agreement, (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations.
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Material Adverse Effect.
Means, with With respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial
condition, position, results of operations or business of such Person, or (ii) would materially impair the ability of
such any Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that
"Material 'Material Adverse
... Effect" Effect' shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank Company or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank Company or the Purchasers, including expenses incurred by the Company, the Bank Company or the Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. Notes.
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Material Adverse Effect.
Means, means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that "Material Adverse Effect" shall not be
... deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions after the date of this Agreement affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank or the Purchasers in consummating the transactions contemplated by this Agreement, (5) the effects of any epidemic, pandemic or disease outbreak, (6) natural disasters or other force majeure events, (7) changes in national or international political or social conditions, including the engagement by the United States in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or by the occurrence of any military or terrorist attack upon or within the United States, and (6) (8) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement Agreement, the Indenture and the Subordinated Notes, which in the event of (1), (2), (3) (3), (5), (6), and (5), (7) do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations.
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Material Adverse Effect.
Means, means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such
Person, Person and its Subsidiaries, if any, on a consolidated basis, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby;
... provided, however, that "Material Adverse Effect" shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, Agencies that do not disproportionately affect the operations or business of the Company in comparison to other bank holding companies, banks or banking institutions with similar operations, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank Company or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank Company or the Purchasers, including expenses incurred by the Company, the Bank Company or the Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. Notes. 3 Execution Version
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Material Adverse Effect.
Means, means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such
Person, Person and its Subsidiaries, if any, on a consolidated basis, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby;
... provided, however, that "Material Adverse Effect" shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, Agencies that do not disproportionately affect the operations or business of the Company in comparison to other bank holding companies, banks or banking institutions with similar operations, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank Company or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank Company or the Purchasers, including expenses incurred by the Company, the Bank Company or the Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. Notes. 3 Execution Version
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Material Adverse Effect.
Means, means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that "Material Adverse Effect" shall not be
... deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank or the Purchasers in consummating the transactions contemplated by this Agreement, (5) changes in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or 4 by the occurrence of any military attack upon or within the United States, (6) natural disasters or other force majeure events, or the effects of any outbreak, escalation or worsening of any epidemic, pandemic or disease outbreak, and (6) (7) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement Agreement, the Indenture and the Subordinated Notes, which in the event of (1), (2), (3) and (5), (6), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations.
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Material Adverse Effect.
Means, means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that "Material Adverse Effect" shall not be
... deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof thereof, including the Investment Company Act and the rules and regulations thereunder, by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding investment companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank Company or the Purchasers, (4) direct effects of compliance with this 3 Agreement on the operating performance of the Company, the Bank Company or the Purchasers, including expenses incurred by the Company, the Bank Company or the Purchasers in consummating the transactions contemplated by this Agreement, and (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement Agreement, the Indenture and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. Notes.
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Material Adverse Effect.
Means, means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business
or assets of such
Person, Person and its Subsidiaries taken as a whole, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction
Documents, Documents (as defined herein), or otherwise materially impede the consummation of the
... transactions contemplated hereby; hereby or thereby; provided, however, that "Material Adverse Effect" shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank Bank, or the Purchasers, Purchaser, (4) pandemics, epidemics, disease outbreaks, and other public health emergencies, (5) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank Bank, or the Purchasers, Purchaser, including expenses incurred by the Company, the Bank Bank, or the Purchasers Purchaser in consummating the transactions contemplated by this Agreement, (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, Purchaser, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, which in the event of (1), (2), (3) and (5), do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations. Note.
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Material Adverse Effect.
Means, means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such
Person, Person and its Subsidiaries taken as a whole, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided,
... however, that "Material Adverse Effect" shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally generally, including due to a federal government shutdown and/or the imposition of tariffs and retaliatory responses, and not specifically related to the Company, the Bank Bank, or the Purchasers, (4) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank Company or the Purchasers in consummating the transactions contemplated by this Agreement, (5) the effects of any epidemic, pandemic or disease outbreak, and (6) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement and the Subordinated Notes, (6) the effects of any natural disasters or other force majeure events or any epidemic, pandemic or disease outbreak, or (7) changes in global, national, or regional political conditions, including the outbreak or escalation of war or acts of terrorism, which in the event of (1), (2), (3) (3), (6) and (5), (7) do not disproportionately affect the operations or business of the Company or the Bank, taken as a whole, in comparison to other banking institutions with similar operations.
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