Common use of Affirmative Covenants of Target Clause in Contracts

Affirmative Covenants of Target. Unless the prior written consent of Purchaser shall have been obtained, and except as otherwise contemplated herein, Target shall, and shall cause each Target Subsidiary: (a) to operate its business in the usual, regular and ordinary course; (b) to preserve intact its business organization and Assets and maintain its rights and franchises; (c) to use its reasonable efforts to cause its representations and warranties contained in this Agreement to be correct at all times; and (d) to take no action which would (i) 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 second sentence of Section 8.1(b) of this Agreement or (ii) adversely affect in any Material respect the ability of either Party to perform its covenants and agreements under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Abc Bancorp)

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Affirmative Covenants of Target. Unless the prior written consent of Purchaser shall have been obtained, and except as otherwise contemplated herein, Target shall, shall and shall cause each Target SubsidiaryBank to: (a) to operate its business in the usual, regular regular, and ordinary course; (b) to preserve intact its business organization and Assets and maintain its rights and franchises; (c) to use its reasonable efforts to cause its representations and warranties contained set forth in this Agreement to be correct at all times; and (d) to take no action which would (i) 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 second sentence of Section 8.1(b) of this Agreement or (ii) adversely affect in any Material respect the ability of either Party to perform its covenants and agreements under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ameris Bancorp)

Affirmative Covenants of Target. Unless the prior written consent of Purchaser and Merger Sub shall have been obtained, and except as otherwise contemplated herein, Target shall, and shall cause each Target Subsidiary: (a) to operate its business in the usual, regular and ordinary course; (b) to preserve intact its business organization and Assets and maintain its rights and franchises; (c) to use its reasonable efforts to cause its representations and warranties contained in this Agreement to be correct at all times; and (d) to take no action which would (i) 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 second sentence of Section 8.1(b) of this Agreement or (ii) adversely affect in any Material respect the ability of either any Party to perform its covenants and agreements under this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Abc Bancorp)

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Affirmative Covenants of Target. Unless the prior written consent of Purchaser PURCHASER and MERGER SUB shall have been obtained, and except as otherwise contemplated herein, Target TARGET shall, and shall cause each Target Subsidiary: (a) to operate its business in the usual, regular regular, and ordinary course; (b) to preserve intact its business organization and Assets and maintain its rights and franchises; (c) to use its reasonable efforts to cause its representations and warranties contained in this Agreement to be correct at all times; and (d) to take no action which would (i) 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 second sentence of Section 8.1(b9.1(b) of this Agreement or (ii) adversely affect in any Material material respect the ability of either Party to perform its covenants and agreements under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Abc Bancorp)

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