Buyer Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, as set forth in the Buyer Disclosure Schedule or as required by law, Buyer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of AMNB (such consent not to be unreasonably withheld, conditioned or delayed): (a) amend any provision of the Buyer Articles or Buyer Bylaws in a manner that would adversely affect AMNB or the holders of AMNB Common Stock relative to other holders of Buyer Common Stock; (b) adjust, split, combine or reclassify any capital stock of Buyer; (c) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Buyer; (d) notwithstanding any other provisions hereof, take any action that is intended to or which would reasonably be expected to (i) adversely affect, impede or materially delay (A) consummation of the transactions contemplated by this Agreement on a timely basis, (B) the receipt of any consent or approval required to consummate the transactions contemplated by this Agreement, or (C) the performance of its obligations, covenants or agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis, or (ii) result in any of the conditions set forth in Article VII not being satisfied; or (e) agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors in support of, any of the actions prohibited by this Section 5.3.
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Buyer Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, as set forth in the Buyer Disclosure Schedule or as required by law, Buyer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of AMNB (such consent not to be unreasonably withheld, conditioned or delayed):
(a) amend any provision of the Buyer Articles or Buyer Bylaws in a manner that would adversely affect AMNB or the holders of AMNB Common Stock relative to other holders of Buyer Common Stock;
(b) adjust, split, combine or reclassify any capital stock of Buyer;
(c) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Buyer;Buyer;
(d) notwithstanding any other provisions hereof, take any action that is intended to or which would reasonably be expected to (i) adversely affect, impede or materially delay (A) consummation of the transactions contemplated by this Agreement on a timely basis, (B) the receipt of any consent or approval required to consummate the transactions contemplated by this Agreement, or (C) the performance of its obligations, covenants or agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis, or (ii) result in any of the conditions set forth in Article VII not being satisfied; or
(e) agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors in support of, any of the actions prohibited by this Section 5.3.
Appears in 1 contract
Samples: Merger Agreement (American National Bankshares Inc.)
Buyer Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in Schedule 5.3 hereto or as expressly contemplated or permitted by this AgreementAgreement or any of the other Transaction Documents, as set forth in the Buyer Disclosure Schedule or as required by law, Buyer shall not, and the Buyer shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of AMNB (such the Seller, which consent shall not to be unreasonably withheld, conditioned withheld or delayed)::
(a) amend any provision of the Buyer Articles or Buyer Bylaws in a manner that would adversely affect AMNB or the holders of AMNB Common Stock relative to other holders of Buyer Common Stock;
(b) adjust, split, combine or reclassify any capital stock of Buyer;
(c) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Buyer;
(d) notwithstanding any other provisions hereof, take any action that is intended to or which would may reasonably be expected to (i) adversely affect, impede or materially delay (A) consummation result in any of the transactions contemplated by its representations and warranties set forth in this Agreement on a timely basis, (B) being or becoming untrue in any material respect at any time prior to the receipt of any consent Effective Time or approval required to consummate the transactions contemplated by this Agreement, or (C) the performance of its obligations, covenants or agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis, or (ii) result in any of the conditions of the Merger set forth in Article VII of this Agreement not being satisfiedsatisfied or in a violation of any provision of this Agreement or any of the other Transaction Documents, except, in every case, as may be required by applicable law;
(b) take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals of any Governmental Authority required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement;
(c) amend its Articles of Organization or other governance documents in any manner that would create a Materially Burdensome Regulatory Condition or otherwise be materially adverse to the Seller;
(d) declare or pay any extraordinary or special dividends on or make any other extraordinary or special distributions in respect of its capital stock;
(e) implement or adopt any material change to its tax accounting or financial accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Buyer’s independent accountants where the Seller has been notified in advance of such changes; or
(ef) authorize or agree to taketo, or make any commitment to taketo, or adopt any resolutions of its Board of Directors in support of, take any of the actions prohibited by this Section 5.3.
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Samples: Merger Agreement (Boston Private Financial Holdings Inc)
Buyer Forbearances. During Without limiting Section 5.1, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 5.3 of the Buyer Disclosure Schedule and except as expressly contemplated or permitted by this Agreement, as set forth in the Buyer Disclosure Schedule Agreement or as required by law, Buyer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of AMNB Seller (such which consent shall not to be unreasonably withheld, conditioned or delayed):
(a) knowingly take any action, or fail to take any action, which action or failure to act is reasonably likely to prevent the Merger or the Bank Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;
(b) amend any provision of the Buyer Articles or the Buyer Bylaws or the organizational documents of any Subsidiary of Buyer in a manner way that would reasonably be expected to adversely affect AMNB (i) Buyer’s or its Subsidiary’s, as applicable, ability to perform its obligations under this Agreement or (ii) the holders rights of AMNB Common Stock relative to other holders a holder of Buyer Common Stock;
(b) adjust, split, combine or reclassify any capital stock of Buyer;
(c) adopt knowingly take or publicly propose fail to take any action that is intended or is expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or in a plan violation of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolutionany provision of this Agreement, in each case, of Buyer;except as required by applicable law;
(d) notwithstanding any other provisions hereof, knowingly take or fail to take any action that is intended to or which would reasonably be expected likely to (i) adversely affect, impede affect or materially delay (A) consummation the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the transactions contemplated by this Agreement on a timely basis, (B) the receipt of any consent hereby or approval required to consummate the transactions contemplated by this Agreement, or (C) the performance of perform its obligations, covenants or and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby on a timely basis, or (ii) result in any of the conditions set forth in Article VII not being satisfied; or
(e) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or a committee thereof in support of, any of the actions prohibited by this Section 5.3.
Appears in 1 contract
Samples: Merger Agreement (Renasant Corp)