Common use of Company Forbearances Clause in Contracts

Company Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly set forth in the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by applicable law or binding regulatory guidance, Company shall not, and shall not permit any of its Subsidiaries to without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) in each case, other than in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Company or any of its wholly owned Subsidiaries to Company or any of its Subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person (other than any Subsidiary of Company); (b) (i) adjust, split, combine or reclassify any capital stock;

Appears in 2 contracts

Samples: Merger Agreement (First Horizon National Corp), Merger Agreement (Capital Bank Financial Corp.)

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Company Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly set forth in the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by applicable law or binding regulatory guidancelaw, the Company shall not, and shall not permit any of its Subsidiaries to to, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) in each case, other than in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of the Company or any of its wholly owned Subsidiaries to the Company or any of its Subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person (other than any a Subsidiary of the Company); (b) (i) adjust, split, combine or reclassify any capital stock;

Appears in 2 contracts

Samples: Merger Agreement (Keycorp /New/), Merger Agreement (First Niagara Financial Group Inc)

Company Forbearances. During the period from the date of this Agreement to the Effective Time or the earlier termination of this AgreementAgreement in accordance with its terms, except as expressly set forth in the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by applicable law or binding regulatory guidanceLaw, the Company shall not, and shall not permit any of its Subsidiaries to to, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) in each case, other than in the ordinary course of businessbusiness consistent with past practice, incur any indebtedness for borrowed money (other than indebtedness of the Company or any of its wholly wholly-owned Subsidiaries to the Company or any of its other Subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person individual, corporation or other entity (other than any Subsidiary of the Company); (b) (i) adjust, split, combine or reclassify any capital stock;

Appears in 1 contract

Samples: Merger Agreement (Oceanfirst Financial Corp)

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Company Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly set forth in Section 5.1 and 5.2 of the Company Disclosure Schedule, as expressly contemplated or expressly permitted by this Agreement or as required by applicable law or binding regulatory guidanceLaw, the Company shall not, and shall not permit any of its Subsidiaries to to, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed):Parent: (a) in each case, other than in the ordinary course of businessbusiness consistent with past practice, incur any liability or indebtedness for borrowed money (other than indebtedness of the Company or any of its wholly owned Subsidiaries to the Company or any of its wholly owned Subsidiaries), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person (individual, corporation or other than any Subsidiary of Company)entity; (b) (i) adjust, split, combine or reclassify any capital stock;

Appears in 1 contract

Samples: Merger Agreement (Georgetown Bancorp, Inc.)

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