Insurance Policies
has the meaning set forth in
Section
3.27(a)
.
Intellectual Property
has the meaning set forth in
Section
3.19
.
Intervening Event
means, with respect to a Party, any
material event, circumstance, change, effect, development, or condition occurring or arising after the date of this Agreement (other than any event, change, effect, development, or condition resulting from a breach of this Agreement by such Party)
that was not known to nor reasonably foreseeable, or the material consequences of which were not known or reasonably foreseeable, in each case by such Partys board of directors, as of or prior to the date of this Agreement affecting the
business, assets or operations of such Party and not relating to any NCC Acquisition Proposal, which became known to such Partys board of directors prior to the receipt of the Requisite NCC Stockholder Approval or Requisite CenterState
Shareholder Approval, as applicable;
provided, however
, that in no event shall the following events, circumstances, or changes in circumstances constitute an Intervening Event: (a) with respect to NCC, the receipt, existence, or terms of
an NCC Acquisition Proposal or any matter relating thereto or consequence thereof or any inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition of
NCC Acquisition Proposal (which, for purposes of the Intervening Event definition, shall be read without reference to the percentage thresholds set forth therein); (b) developments or changes in the banking industry; (c) any change
in and of itself, in the price, or change in trading volume, of NCC Common Stock or CenterState Common Stock, but not including any underlying causes thereof; (d) any change in credit ratings of CenterState or NCC or the fact that CenterState
or NCC meets or exceeds (or fails to meet or exceed) internal or published estimates, projections, forecasts or predictions for any period (it being understood that the underlying cause thereof may be taken into account for purposes of determining
whether an Intervening Event has occurred); or (e) changes after the date of this Agreement in the credit, debt, financial or capital markets or in interest or exchange rates.
IRS
means the United States Internal Revenue Service.
Knowledge
or
knowledge
means, with respect to NCC, the actual knowledge,
of the Persons set forth in
NCC Disclosure Schedule Section
3.01
, and that knowledge that such Person would have obtained upon a reasonable examination of the books, records and accounts of such Person, NCC and NBC, and
with respect to CenterState, the actual knowledge of the Persons set forth in
Section
4.01
, and that knowledge that such Person would have obtained upon a reasonable examination of the books, records and accounts of such
Person, CenterState and CenterState Bank.
Law
means any federal, state, local or foreign law,
statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority that is applicable to the referenced Person.
Lease
means any lease, sublease, license, or other agreement under which NCC or NBC uses or occupies
or has the right to use or occupy, now or in the future, real property.
Letter of Transmittal
has the meaning set forth in
Section
2.06
.
Liens
means any charge,
mortgage, pledge, security interest, restriction, claim, lien or encumbrance, conditional and installment sale agreement, charge, claim, option, rights of first refusal, encumbrances, or security interest of any kind or nature whatsoever (including
any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership).
Loans
has the meaning set forth in
Section
3.26(a)
.
Material Adverse Effect
with respect to any Party means (a) any change, development or effect
that individually or in the aggregate is, or is reasonably likely to be, material and adverse to the condition (financial
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