13 unchanged sentences
Those conditions include:
−Removed: approval of adoption of the merger agreement and the merger by UB Bancorp shareholders, receipt of all required regulatory approvals, absence of any law, statute or regulation, or any order, injunction or other legal restraint or prohibition preventing the completion of the merger, effectiveness of the registration statement for the merger proxy statement/prospectus, the accuracy of the representations and warranties of both parties (subject to applicable materiality qualifiers), and the performance, in all material respects, by both parties of their respective covenants and agreements.
+Added: absence of any law, statute or regulation, or any order, injunction or other legal restraint or prohibition preventing the completion of the merger, the accuracy of the representations and warranties of both parties (subject to applicable materiality qualifiers), and the performance, in all material respects, by both parties of their respective covenants and agreements.
There can be no assurance that the conditions to the completion of the merger will be fulfilled or that the merger will be completed.
−Removed: Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
+Added: Regulatory oversight may impose conditions that are not presently anticipated or cannot be met.
Before the merger between FNB and UB Bancorp and the merger between their bank subsidiaries may be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities.
−Removed: These governmental entities may not grant approval of either the merger or the bank merger, may engage in an extended regulatory review process, or may impose conditions on the granting of their approvals.
−Removed: The regulatory delays, conditions or changes they impose, as well as the process of obtaining regulatory approvals, could have the effect of delaying completion of the merger or of imposing additional costs or limitations on us following the merger.
−Removed: We may elect not to consummate the merger if, in connection with any regulatory approval required to consummate the merger, any governmental or regulatory entity imposes a restriction, requirement or condition on us that, individually or in the aggregate, would be reasonably likely to have a material and adverse effect on us and our subsidiaries, taken as a whole, after giving effect to the merger.
−Removed: As a result, there can be no assurance that the desired regulatory approvals for the merger will be obtained or that the merger will be completed.
+Added: Although these bank regulatory approvals for the transaction have been obtained, completion of the transaction remains subject to bank regulatory oversight, which could have the effect of delaying completion of the merger or of imposing additional costs or limitations on us following the merger.
+Added: We may elect not to consummate the merger if any governmental or regulatory entity imposes a restriction, requirement or condition on us that, individually or in the aggregate, would be reasonably likely to have a material and adverse effect on us and our subsidiaries, taken as a whole, after giving effect to the merger.
We will be subject to business uncertainties while the merger is pending, which could result in loss of key employees or customers.
10 unchanged sentences
If the merger agreement is terminated, there may be various adverse consequences to us.
−Removed: For example, since certain matters relating to the merger (including business integration and data system conversion planning) will require substantial commitments of time and resources by our management team, our businesses may be adversely affected by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the
−Removed: anticipated benefits of completing the merger.
+Added: For example, since certain matters relating to the merger (including business integration and data system conversion planning) will require substantial commitments of time and resources by our management team, our businesses may be adversely affected by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger.
Additionally, if the merger agreement is terminated, the market price of our common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be
We may not be able to compete successfully in UB Bancorp’s market area.
−Removed: Our success in UB Bancorp’s markets will depend, in part, on our ability to successfully offer products and services to consumers, that UB Bancorp does not currently offer, such as larger and more complex commercial loan financing transactions and syndications, trust services, SBA loans, investment advisory, foreign exchange services, derivatives, asset-based lending, lease financing, debt and equity capital markets, wealth management, insurance brokerage, securities brokerage and investment advisory and private lending.
+Added: Our success in UB Bancorp’s markets will depend, in part, on our ability to successfully offer products and services to customers, that UB Bancorp does not currently offer, such as larger and more complex commercial loan financing transactions and syndications, trust services, SBA loans, investment advisory, foreign exchange services, derivatives, asset-based lending, lease financing, debt and equity capital markets, wealth management, insurance brokerage, securities brokerage and investment advisory and private lending.
This business strategy will require us to attract and retain qualified and experienced personnel to support those products and services.
3 unchanged sentences
This expectation, however, is based on preliminary estimates which may materially change, including the currently expected timing of the merger.
−Removed: We may encounter additional transaction- and integration-related costs or other factors such as a delay in the closing of the merger, may fail to realize all the benefits anticipated in the merger or may be subject to other factors that affect preliminary estimates or our ability to realize operational efficiencies.
+Added: We may encounter additional transaction- and integration-related costs or other factors such as a delay in the closing of the merger, may fail to realize all of the benefits anticipated in the merger or may be subject to other factors that affect preliminary estimates or our ability to realize operational efficiencies.
Any of these factors could cause a decrease in our earnings per share or decrease or delay the expected accretive effect of the merger and contribute to a decrease in the price of our common stock.
3 unchanged sentences
In accordance with customary industry practices, we evaluated the Union Bank loan portfolio based on various factors including, among other things, historical loss experience, economic risks associated with each loan category, volume and types of loans, trends in classification, volume and trends in delinquencies and non-accruals, and general economic conditions, both local and national.
−Removed: In this process, our management made various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness and financial condition of the borrowers, the value of the real estate, which is obtained from independent appraisers, other assets serving as collateral for the repayment of the loans, the existence of any guarantees and indemnifications and the economic environment in which the borrowers operate.
+Added: In this process, our management made various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness and financial condition of the borrowers, the value of the real estate, which is obtained from
+Added: independent appraisers, other assets serving as collateral for the repayment of the loans, the existence of any guarantees and indemnifications and the economic environment in which the borrowers operate.
In addition, the effects of probable decreases in expected principal cash flows on the Union Bank loans were considered as part of our evaluation.
2 unchanged sentences
Material additions to the credit mark and/or ACL would materially decrease our net income and could result in extra regulatory scrutiny and possibly supervisory action.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: DEFAULTS UPON SENIOR SECURITIES
+Added: MINE SAFETY DISCLOSURES
+Added: Not Applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.