Common use of ACTIONS PENDING MERGER Clause in Contracts

ACTIONS PENDING MERGER. (A) MBI covenants to First South that MBI and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of First South: (1) issue any options to purchase capital stock or issue any shares of capital stock, other than shares of MBI Common Stock issued in connection with the exercise of currently outstanding options to purchase shares of MBI Common Stock and the conversion of the Debentures; (2) declare, set aside, or pay any dividend or distribution with respect to the capital stock of MBI except that MBI may continue to pay interest on the Debentures; (3) directly or indirectly redeem, purchase or otherwise acquire any capital stock of MBI or its Subsidiaries; (4) effect a split or reclassification of the capital stock of MBI or its Subsidiaries or a recapitalization of MBI or its Subsidiaries; (5) amend the charter or by-laws of MBI or any of its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by MBI or its Subsidiaries to any employee except as set forth on Schedule II(A)(6) of the MBI Disclosure Schedule; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of MBI or its Subsidiaries except as set forth on Schedule II(A)(7) of the MBI Disclosure Schedule or to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of MBI or its Subsidiaries or any "associate" of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than in the ordinary course of their banking business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and MBI shall promptly notify First South of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions. (B) First South covenants to MBI that without the prior written consent of MBI, which consent will not be unreasonably withheld, First South will not take any action that would: (a) adversely affect the ability of First South to obtain any necessary approvals of regulatory authorities required for the transactions contemplated hereby; or (b) adversely affect its ability to perform its covenants and agreements under this Plan.

ACTIONS PENDING MERGER. (A) MBI Riverside covenants to First South Synovus that MBI Riverside and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of First South: Synovus, which consent will not be unreasonably withheld: (1) issue any options to purchase capital stock or issue any shares of capital stockstock (including pursuant to the Riverside Employee Stock Purchase Plan), other than shares of MBI Common Riverside Stock issued in connection with the exercise of currently outstanding options to purchase shares of MBI Common Stock and the conversion of the DebenturesRiverside Stock; (2) declare, set aside, or pay any dividend or distribution with respect to the capital stock of MBI except that MBI may continue to pay interest on Riverside other than normal and customary quarterly cash dividends in accordance with past practices and the Debenturesprovisions of Section III(Q) of this Agreement; (3) directly or indirectly redeem, purchase or otherwise acquire any capital stock of MBI Riverside or its Subsidiaries; (4) effect a split or reclassification of the capital stock of MBI Riverside or its Subsidiaries or a recapitalization of MBI Riverside or its Subsidiaries; (5) amend the charter articles of incorporation or by-laws bylaws of MBI Riverside or any of its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by MBI Riverside or its Subsidiaries to any employee except as set forth on Schedule II(A)(6) other than normal, annual salary increases to be made with regard to the employees of the MBI Disclosure ScheduleRiverside or its Subsidiaries; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of MBI Riverside or its Subsidiaries Subsidiaries, except as set forth on Schedule II(A)(7) of the MBI Disclosure Schedule or to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of MBI Riverside or its Subsidiaries or any "“associate" ” of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), other than in the ordinary course of their banking business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of all or substantially all of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and MBI Riverside shall promptly notify First South Synovus of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions. (B) First South Synovus covenants to MBI Riverside that without the prior written consent of MBIRiverside, which consent will not be unreasonably withheld, First South Synovus will not take any action that would: (a) delay or adversely affect the ability of First South Synovus to obtain any necessary approvals of regulatory authorities required for the transactions contemplated hereby; or (b) adversely affect its ability to perform its covenants and agreements on a timely basis under this Plan.

ACTIONS PENDING MERGER. (A) MBI United covenants to First South Synovus that MBI United and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of First SouthSynovus, which consent will not be unreasonably withheld: (1) issue any options to purchase capital stock or issue any shares of capital stock, other than than: (i) shares of MBI United Common Stock issued in connection with the exercise of currently outstanding options to purchase shares of MBI United Common Stock and Stock; (ii) issuances in connection with the conversion of the Debenturesany presently outstanding convertible security of United; and (iii) issuances pursuant to Article I(B) of this Agreement; (2) declare, set aside, or pay any dividend or distribution with respect to the capital stock Capital Stock of MBI except that MBI may continue to pay interest on the DebenturesUnited other than normal and customary quarterly cash dividends in accordance with past practices; (3) directly or indirectly redeem, purchase or otherwise acquire any capital stock Capital Stock of MBI United or its Subsidiaries, other than any purchases undertaken by the United Financial Holdings, Inc. Employee Stock Ownership Plan and Trust ("ESOP"); (4) effect a split or reclassification of the capital stock of MBI United or its Subsidiaries or a recapitalization of MBI United or its Subsidiaries; (5) amend the articles of incorporation, charter or by-laws bylaws of MBI United or any of its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by MBI United or its Subsidiaries to any employee except as set forth on Schedule II(A)(6) other than normal, annual salary increases to be made with regard to the employees of the MBI Disclosure ScheduleUnited or its Subsidiaries; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of MBI United or its Subsidiaries Subsidiaries, except as set forth on Schedule II(A)(7) of the MBI Disclosure Schedule or to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of MBI United or its Subsidiaries or any "associate" of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than in the ordinary course of their banking business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than portfolio investments in Nexity, Directed Capital and Dental Care Alliance, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and MBI United shall promptly notify First South Synovus of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions. (B) First South Synovus covenants to MBI United that without the prior written consent of MBIUnited, which consent will not be unreasonably withheld, First South Synovus will not take any action that would: (a) delay or adversely affect the ability of First South Synovus to obtain any necessary approvals of regulatory authorities required for the transactions contemplated hereby; or (b) adversely affect its ability to perform its covenants and agreements on a timely basis under this Plan.

ACTIONS PENDING MERGER. (A) MBI covenants to First South that MBI Merit and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of First SouthSynovus, which consent will not be unreasonably withheld: (1) issue any options to purchase capital stock or issue any shares of capital stock, other than shares of MBI Merit Common Stock issued in connection with the exercise of currently outstanding options to purchase shares of MBI Merit Common Stock and the conversion of the DebenturesStock; (2) declare, set aside, or pay any dividend or distribution with respect to the capital stock of MBI except that MBI may continue to pay interest on the DebenturesMerit other than normal and customary quarterly cash dividends in accordance with past practices; (3) directly or indirectly redeem, purchase or otherwise acquire any capital stock of MBI Merit or its Subsidiaries; (4) effect a split or reclassification of the capital stock of MBI Merit or its Subsidiaries or a recapitalization of MBI Merit or its Subsidiaries; (5) amend the charter articles of incorporation or by-laws of MBI Merit or any of its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by MBI Merit or its Subsidiaries to any employee except as set forth on Schedule II(A)(6) and other than normal, annual salary increases to be made with regard to the employees of the MBI Disclosure ScheduleMerit or its Subsidiaries; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of MBI Merit or its Subsidiaries Subsidiaries, except as set forth on Schedule II(A)(7) of the MBI Disclosure Schedule or to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of MBI Merit or its Subsidiaries or any "associate" of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than in the ordinary course of their banking business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and MBI Merit shall promptly notify First South Synovus of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions. (B) First South covenants to MBI that without Without the prior written consent of MBIMerit, which consent will not be unreasonably withheld, First South Synovus will not not: (1) declare, set aside or pay any cash dividend on its Common Stock other than normal and customary quarterly cash dividends in accordance with Synovus' current Dividend Policy; or (2) take any action that would: (a) delay or adversely affect the ability of First South Synovus to obtain any necessary approvals of regulatory authorities required for the transactions contemplated hereby; or (b) adversely affect its ability to perform its covenants and agreements on a timely basis under this Plan.