Affiliate shall mean any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director.
Agreement shall mean this agreement, and any amendment hereto.
Bank Merger shall mean the merger of SB One Bank with and into Provident Bank, with Provident Bank as the surviving institution, in accordance with the terms of the Bank Merger Agreement.
Bank Merger Agreement shall mean the Agreement and Plan of Merger by and between Provident Bank and SB One Bank, in substantially the form of Exhibit B annexed to this Agreement.
Bank Merger Certificate shall have the meaning set forth in Section 2.9.
Bank Regulator shall mean any Federal or state banking regulator, including but not limited to the NJDBI, the FDIC and the FRB, which regulates PFS, Provident Bank, SBBX or SB One Bank, as the case may be.
BHCA shall mean the Bank Holding Company Act of 1956, as amended.
Burdensome Condition shall have the meaning set forth in Section 8.3.
Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in the State of New Jersey are authorized or obligated to close.
Chosen Courts shall have the meaning set forth in Section 12.9.
Closing shall have the meaning set forth in Section 2.2.
Closing Date shall have the meaning set forth in Section 2.2.
COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
Code shall mean the Internal Revenue Code of 1986, as amended.
Confidentiality Agreement shall mean the confidentiality agreement referred to in Section 12.1 of this Agreement.
CRA shall have the meaning set forth in Section 4.11.5.
DGCL shall mean the Delaware General Corporation Law.
Effective Time shall mean the date and time specified pursuant to Section 2.2 hereof as the effective time of the Merger.
Enforceability Exceptions shall have the meaning set forth in Section 4.4.1.
Environmental Laws shall mean any applicable federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any governmental entity relating to (1) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (2) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of