Common use of Business of the Parties Clause in Contracts

Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiary shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller also will use all reasonable efforts to (x) preserve its business organization and that of Seller Bank intact, (y) keep available to itself and Buyer the present services of the employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of the customers of Seller and Seller Bank and others with whom business relationships exist. Without limiting the generality of the foregoing, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, or as expressly contemplated hereby, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Advance Financial Bancorp), Agreement and Plan of Merger (Ohio State Financial Services Inc)

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Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiary Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller also will use all reasonable efforts to (x) preserve its business organization and that of Seller Bank intact, (y) keep available to itself and Buyer the present services of the employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of the customers of Seller and Seller Bank and others with whom business relationships exist. Without limiting the generality of the foregoing, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, Buyer or as expressly contemplated hereby, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelity Bancorp Inc), Agreement and Plan of Merger (Pennwood Bancorp Inc)

Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiary Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller also will, and will cause each of its Subsidiaries to, use all reasonable efforts to (x) preserve its business organization and that of Seller Bank intact, (y) keep available to itself and Buyer the present services of the its employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of the its customers of Seller and Seller Bank and others with whom it has business relationships existrelationships. Without limiting the generality of the foregoing, except with the prior written consent of Buyer, Buyer (which consent under subparts (vi), (ix) and (xiv) shall not be unreasonably withheld, withheld or delayed) or as expressly contemplated hereby, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hudson River Bancorp Inc), Agreement and Plan of Merger (Ambanc Holding Co Inc)

Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiary Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller also will use all reasonable efforts to (x) preserve its business organization and that of Seller Bank intact, (y) keep available to itself and Buyer the present services of the employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of the customers of Seller and Seller Bank and others with whom business relationships exist. Without limiting the generality of the foregoing, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, Buyer or as expressly contemplated hereby, between the date hereof and the Effective Time, Seller shall will not, and shall will cause each Seller Subsidiary not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (East Texas Financial Services Inc)

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Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiary Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller also will use all reasonable efforts to (x) preserve intact its business organization and that of Seller Bank intactBank, (y) keep available to itself and Buyer the present services of the employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of the customers of Seller and Seller Bank and others with whom business relationships exist. Without limiting the generality of the foregoing, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, withheld or as expressly contemplated herebyin this Agreement, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wayne Savings Bancshares Inc /De/)

Business of the Parties. (a) During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, Seller and its Subsidiary Seller Bank shall carry on their respective businesses in the ordinary course consistent with past practice. During such period, Seller also will use all reasonable efforts to (x) preserve its business organization and that of Seller Bank intact, (y) keep available to itself and Buyer the present services of the employees of Seller and Seller Bank and (z) preserve for itself and Buyer the goodwill of the customers of Seller and Seller Bank and others with whom business relationships exist. Without limiting the generality of the foregoing, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, or as expressly contemplated hereby, between the date hereof and the Effective Time, Seller shall not, and shall cause each Seller Subsidiary Bank not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carnegie Financial Corp /Pa/)

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