AFFIRMATIVE COVENANTS OF BOTH PARTIES. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use its reasonable efforts to maintain its current employee relationships, and (iv) take no action which would (a) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentence of Section 9.1(b) of this Agreement, or (b) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided that in the case of UPC, the provisions of this Section 7.1 (other than the provisions of clause (iv) above) shall not be deemed to preclude UPC from continuing to implement its program of acquiring unaffiliated depository and nondepository institutions.
AFFIRMATIVE COVENANTS OF BOTH PARTIES. Unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use its reasonable efforts to maintain its current employee relationships, and (iv) take no action which would (a) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentence of Section 9.1(b) of this Agreement, or (b) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided that in the case of Centura, the provisions of this
AFFIRMATIVE COVENANTS OF BOTH PARTIES. Unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein or set forth in Section 7.1 or Section 7.2 of the Xxxxxx Disclosure Memorandum, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) use its reasonable efforts to preserve intact its business organization and assets and maintain its rights and franchises, (iii) use its reasonable efforts to maintain its current employee relationships, and (iv) take no action which would (a) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby, or (b) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent any Regions Company from discontinuing or disposing of any of its assets or business, or from acquiring or agreeing to acquire any other Person or any assets thereof, if such action is, in the reasonable good faith judgment of Regions, desirable in the conduct of the business of Regions and its Subsidiaries and such action would not jeopardize the receipt of Consents required to consummate the transaction contemplated hereby or delay the Effective Time beyond the date set forth in Section 10.1(e) of this Agreement. Xxxxxx shall use all reasonable efforts to purchase all shares of Xxxxxx Common Stock to be issued prior to the Effective Time pursuant to Permitted Issuances, to the extent practicable and permitted by the Xxxxxx Stock Plans, in the open market, subject to all applicable requirements of the Securities Laws.
AFFIRMATIVE COVENANTS OF BOTH PARTIES. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement prior to Closing, unless the prior written consent of the other party shall have been obtained, and except as otherwise expressly contemplated herein, each party shall operate its business only in the usual, regular, and ordinary course, preserve intact its business organization and Assets and maintain its rights and franchises, and use its reasonable efforts to maintain its current employee relationships.
AFFIRMATIVE COVENANTS OF BOTH PARTIES. From the ------------------------------------- date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use its reasonable efforts to maintain its current employee relationships, and (iv) take no action which would (a) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentence of Section 9.1(b) of this Agreement, or (b) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided that in the case of UPC, the provisions of this Section 7.1 (other than the provisions of clause (iv) above) shall not be deemed to preclude UPC from continuing to implement its program of acquiring unaffiliated depository and nondepository institutions.
AFFIRMATIVE COVENANTS OF BOTH PARTIES. Unless the prior written consent of the other party shall have been obtained, and except as otherwise expressly contemplated herein or in Schedule 7, each party shall and shall cause each of its Subsidiaries to use its commercially reasonable efforts to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its present business organization and Assets and maintain its rights and franchises, (iii) maintain its current employee relationships, and (iv) take no action that would (a) adversely affect the ability of any party to obtain any Consents of Regulatory Authorities, or in the case of Enterprise, those Consents identified on Schedule 5.2(c) of the Enterprise Disclosure Memorandum required for the transactions contemplated hereby, or (b) adversely affect the ability of any party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent NBC from discontinuing or disposing of any of its Assets or business, or from acquiring or agreeing to acquire any other Person or any Assets thereof, if such action is, in the reasonable good faith judgment of NBC, desirable in the conduct of the business of NBC and its Subsidiaries.
AFFIRMATIVE COVENANTS OF BOTH PARTIES. 22 7.2 NEGATIVE COVENANTS OF MUTUAL...................................22 7.3 ADVERSE CHANGES IN CONDITION...................................24 7.4 REPORTS........................................................24
AFFIRMATIVE COVENANTS OF BOTH PARTIES. Unless the ------------------------------------- prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use its reasonable efforts to maintain its current employee relationships, and (iv) take no action which would (a) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentence of Section 9.1(b) of this Agreement, or (b) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent any Citco Company from discontinuing or disposing of any of its Assets or business, or from acquiring or agreeing to acquire any other Person or any Assets thereof, if such action is, in the judgment of Citco, desirable in the conduct of the business of Citco and its Subsidiaries and such action will not have a Material Adverse Effect on Citco.
AFFIRMATIVE COVENANTS OF BOTH PARTIES. Unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) use its reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use its reasonable efforts to maintain its current employee relationships, and (iv) except as may be required by Law, take no action which would (a) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby, or (b) adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent any Regions Company from discontinuing or disposing of any of its Assets or business, or from acquiring or agreeing to acquire any other Person or any Assets thereof, if such action is, in the reasonable good faith judgment of Regions, desirable in the conduct of the business of Regions and its Subsidiaries.
AFFIRMATIVE COVENANTS OF BOTH PARTIES. 19 5.2. NEGATIVE COVENANTS OF SELLER...................................................................20
