Common use of Conduct of Business by Purchaser Clause in Contracts

Conduct of Business by Purchaser. During the period from the date of this Agreement to the Effective Time, except as consented to in writing in advance by Company, such consent not to be unreasonably withheld or delayed, or as otherwise specifically required by this Agreement or as set forth in Section 5.2 of the Purchaser Disclosure Letter, Purchaser shall use commercially reasonable efforts to preserve intact its business organization, maintain in effect all existing Permits, preserve its assets, rights and properties in good repair and condition, and preserve its relationships with customers, suppliers and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.2 of the Purchaser Disclosure Letter or as specifically required by this Agreement, Purchaser shall not, and shall not permit any of its Subsidiaries, without Company’s prior written consent, such consent not to be unreasonably withheld or delayed, to: (a) except for the designation of the Purchaser Series A Preferred Stock, or to the extent required by Section 1.6, amend, authorize or propose to amend its articles of incorporation or bylaws (or similar organizational documents); (b) (i) set any record or payment dates for, or make, declare, pay or set aside for payment, any dividend on or in respect of, or declare or make any distribution (whether in cash, stock or property) on any shares of Purchaser Common Stock, other than regular quarterly dividends on the Purchaser Common Stock not in excess of an amount equal to the amount paid by it during the fiscal quarter immediately preceding the date hereof and with record and payment dates consistent with prior practice; or (ii) split, combine, reclassify or otherwise amend the terms of any of the Purchaser Capital Stock; (c) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien any shares of its capital stock or other equity interests or any securities convertible into, or exchangeable for, or any rights, warrants or options to acquire, any such shares or other equity interests or voting securities, or any stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of capital stock of Purchaser on a deferred basis or other rights linked to the value of shares of Purchaser Common Stock, including pursuant to Contracts as in effect on the date hereof, other than (i) the issuance of shares of Purchaser Common Stock upon the exercise or settlement of options or other equity awards under the Purchaser Plans, in each case, in accordance with their terms as in effect on such date, (ii) the grant of equity awards issued under Purchaser Plans in the ordinary course of business consistent in all material respects with past practice, (iii) the issuance of capital stock or other equity interests or any securities convertible into, or exchangeable for, or any rights, warrants or options to acquire, any such shares or other equity interests or voting securities in connection with any capital raising transaction in connection with or related to the transactions contemplated by this Agreement or in connection with acquisitions of or investments in any other Person permitted by Section 5.2(d); (d) make any material acquisition of or investment in any other Person (which would be material to Purchaser), by purchase or other acquisition of stock or other equity interests, by merger, consolidation, asset purchase or other business combination, or by formation of any joint venture or other business organization or by contributions to capital, except for acquisitions in connection with receiverships or conservatorships of FDIC-insured depository institutions; (e) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (f) knowingly take, or knowingly omit to take, any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or any action that is reasonably likely to result in any of the conditions set forth in Article VI not being satisfied in a timely manner, in each case except (with prior notice to Company) as may be required by applicable Law; (g) other than as required by Law, enter into any new line of business in any material respect if such action would materially delay or otherwise impair consummation of the transactions contemplated by this Agreement; or (h) enter into any Contract with respect to or otherwise agree or commit to take any of the foregoing actions.

Conduct of Business by Purchaser. During the period from From the date of this Agreement to the Effective TimeDate, except as consented to unless Target shall otherwise agree in writing in advance by Company, such consent not to be unreasonably withheld or delayed, or as otherwise specifically required expressly contemplated or permitted by this Agreement or as set forth in Section 5.2 other provisions of the Purchaser Disclosure Letter, Purchaser shall use commercially reasonable efforts to preserve intact its business organization, maintain in effect all existing Permits, preserve its assets, rights and properties in good repair and condition, and preserve its relationships with customers, suppliers and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.2 of the Purchaser Disclosure Letter or as specifically required by this Agreement, Purchaser shall notincluding but not limited to, and shall not permit any of its Subsidiaries, without Company’s prior written consent, such consent not to be unreasonably withheld or delayed, tothis Section 4.2: (a) Purchaser shall not issue or sell any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, or any bonds or other securities, except (i) pursuant to the exercise of the options or warrants or the conversion of convertible securities set forth on Schedule 2.3 and pursuant to the exercise of options granted under clause (iii) below, (ii) issuances of Purchaser Common Stock to satisfy the employer matching obligations under the Purchaser's 401-K Plan for the designation participants in such plan who elect to invest in Purchaser common Stock, (iii) grants of options and restricted stock under the Purchaser Series A Preferred StockStock Plans in the ordinary course of business, (iv) pursuant to Purchaser's dividend reinvestment plan, or (v) issuance of shares of Purchaser common Stock to satisfy the extent required by Section 1.6, amend, authorize or propose "tainted shares" requirement to amend its articles have the Merger treated as a pooling of incorporation or bylaws (or similar organizational documents)interests for accounting purposes; (b) (i) set any record Purchaser shall not redeem, purchase, acquire or payment dates for, or make, declare, pay or set aside for payment, any dividend on or in respect of, or declare or make any distribution (whether in cash, stock or property) on any shares of Purchaser Common Stock, other than regular quarterly dividends on the Purchaser Common Stock not in excess of an amount equal to the amount paid by it during the fiscal quarter immediately preceding the date hereof and with record and payment dates consistent with prior practice; or (ii) split, combine, reclassify or otherwise amend the terms of any of the Purchaser Capital Stock; (c) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien any shares of its capital stock or other equity interests or any securities convertible into, or exchangeable for, or any rights, warrants or options offer to acquire, directly or indirectly, any such shares or other equity interests or voting securities, or any stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of capital stock of Purchaser on a deferred basis or other rights linked securities of Purchaser, except pursuant to the value agreements, arrangements or commitments identified on Schedule 2.3 and any redemption of redeemable debt, including but not limited to Purchaser's outstanding convertible debentures; (c) Purchaser shall not split, combine or reclassify any outstanding shares of capital stock of Purchaser Common Stockor declare, including pursuant set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to Contracts as in effect on the date hereof, other than (i) the issuance of shares of capital stock of Purchaser Common Stock upon except the exercise regular quarterly cash dividends of not more than $.32 per share; (d) Purchaser shall not borrow any amount or settlement of options incur or other equity awards under the Purchaser Plansbecome subject to any material liability, in each case, in accordance with their terms as in effect on such date, (ii) the grant of equity awards issued under Purchaser Plans except borrowings and liabilities incurred in the ordinary course of business consistent in all material respects with past practice, (iii) the issuance of capital stock or other equity interests or any securities convertible into, or exchangeable for, or any rights, warrants or options borrowings to acquire, any such shares or other equity interests or voting securities in connection with any capital raising transaction in connection with or related to the transactions contemplated by this Agreement or in connection with acquisitions of or investments in any other Person permitted by Section 5.2(d); (d) make any material acquisition of or investment in any other Person (which would be material to Purchaser), by purchase or other acquisition of stock or other equity interests, by merger, consolidation, asset purchase or other business combination, or by formation of any joint venture or other business organization or by contributions to capital, except for acquisitions in connection with receiverships or conservatorships of FDIC-insured depository institutionsredeem outstanding debentures; (e) adopt Neither Purchaser nor any Purchaser Subsidiary shall amend its Charter or enter into Bylaws in a plan manner which would adversely affect in any manner the terms of complete the Purchaser Common Stock, or partial liquidation, dissolution, restructuring, recapitalization or other reorganizationthe ability of Purchaser to consummate the transactions contemplated hereby in a timely manner; (f) knowingly take, Neither Purchaser nor any Purchaser Subsidiary shall make any acquisition (including acquisitions of branch offices and related deposit liabilities) or knowingly omit to take, take any other action that would, individually or is reasonably likely to, prevent in the aggregate would adversely affect the ability of Purchaser or impede Acquisition to consummate the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or any action that is reasonably likely to result in any of the conditions set forth in Article VI not being satisfied transactions contemplated hereby in a timely manner, in each case except (with prior notice to Company) as may be required by applicable Law;; or (g) other than as required by Law, enter into any new line of business in any material respect if such action would materially delay or otherwise impair consummation of the transactions contemplated by this Agreement; or (h) enter into any Contract with respect Purchaser shall not agree to or otherwise agree or commit to take do any of the foregoing actionsforegoing.

Conduct of Business by Purchaser. During the period from From and after the date of this Agreement and to the Effective Timeearlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, except as consented to in writing in advance by Company, such consent not to be unreasonably withheld or delayed, or as otherwise specifically required by this Agreement or (i) as set forth in Section 5.2 of the Purchaser Disclosure Letter, Purchaser shall use commercially reasonable efforts to preserve intact its business organization, maintain in effect all existing Permits, preserve its assets, rights and properties in good repair and condition, and preserve its relationships with customers, suppliers and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.2 6.3 of the Purchaser Disclosure Letter or as specifically required otherwise expressly contemplated by this Agreement, or (ii) as Seller Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall notcovenants and agrees that it shall, and shall not permit any of cause its Subsidiaries, without Company’s prior written consent, such consent not to be unreasonably withheld or delayed, Subsidiaries to: (a) except for not change or amend the designation of the Purchaser Series A Preferred Stockcharter, or to the extent required by Section 1.6, amend, authorize or propose to amend its articles of incorporation or bylaws (or similar organizational documents)documents of Purchaser or any of its Subsidiaries; (b) (i) set any record or payment dates fornot issue, sell, pledge, dispose of, grant, encumber, or makeauthorize the issuance, declaresale, pay license, pledge, disposition, grant or set aside for payment, any dividend on or in respect encumbrance of, or declare or make any distribution (whether in cash, stock or property) on any shares of any class of share capital or other ownership interest of Purchaser Common Stock, other than regular quarterly dividends on the Purchaser Common Stock not in excess of an amount equal to the amount paid by it during the fiscal quarter immediately preceding the date hereof and with record and payment dates consistent with prior practice; or (ii) split, combine, reclassify or otherwise amend the terms of any of the Purchaser Capital Stock; (c) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien any shares of its capital stock or other equity interests or any securities convertible into, or exchangeable forSubsidiaries, or any rightsoptions, warrants warrants, convertible securities or options other rights of any kind to acquire, acquire any such shares or any other equity interests or voting securitiesownership interest (including any phantom interest), of Purchaser or any stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of capital stock of Purchaser on a deferred basis or other rights linked to the value of shares of Purchaser Common Stock, including pursuant to Contracts as in effect on the date hereofits Subsidiaries, other than (i) the issuance of shares of Purchaser Common Stock upon the exercise or settlement vesting of options or other equity awards under Purchaser Equity Securities issued pursuant to the Purchaser Equity Compensation Plans, in each case, in accordance with their terms as in effect on such date, and (ii) the grant of equity awards securities to directors, officers and employees in an aggregate amount not to exceed 2% of the issued under and outstanding Purchaser Plans in the ordinary course of business consistent in all material respects with past practiceEquity Securities (or such higher percentage as may be consented to by Seller Parent, (iii) the issuance of capital stock which consent shall not be unreasonably withheld, conditioned or other equity interests or any securities convertible into, or exchangeable for, or any rights, warrants or options to acquire, any such shares or other equity interests or voting securities in connection with any capital raising transaction in connection with or related to the transactions contemplated by this Agreement or in connection with acquisitions of or investments in any other Person permitted by Section 5.2(ddelayed); (dc) make any material acquisition of not propose or investment in any other Person (which would be material to Purchaser), by purchase or other acquisition of stock or other equity interests, by merger, consolidation, asset purchase or other business combination, or by formation of any joint venture or other business organization or by contributions to capital, except for acquisitions in connection with receiverships or conservatorships of FDIC-insured depository institutions; (e) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganizationreorganization with respect to Purchaser or any of its Subsidiaries; (fd) knowingly takenot declare, set aside or knowingly omit to take, pay any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code dividend or any action that is reasonably likely other distribution payable in cash, equity interests or property or otherwise, other than dividends by wholly-owned Subsidiaries of Purchaser to result in any of the conditions set forth in Article VI not being satisfied in a timely manner, in each case except (with prior notice Purchaser or to Company) as may be required by applicable Lawother wholly-owned Subsidiaries; (ge) other than as required by Lawnot reclassify, enter into any new line of business in any material respect if such action would materially delay combine, split, subdivide or redeem, or purchase or otherwise impair consummation acquire, directly or indirectly, any of its capital stock, except pursuant to buyback programs in effect on the transactions contemplated by date of this Agreement; or (hf) enter into any Contract with respect to agreement or otherwise agree or commit make a commitment to take do any of the foregoing actionsforegoing.

Conduct of Business by Purchaser. During the period from From and after the date of this Agreement and to the Effective Timeearlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, except as consented to in writing in advance by Company, such consent not to be unreasonably withheld or delayed, or as otherwise specifically required by this Agreement or (i) as set forth in Section 5.2 of the Purchaser Disclosure Letter, Purchaser shall use commercially reasonable efforts to preserve intact its business organization, maintain in effect all existing Permits, preserve its assets, rights and properties in good repair and condition, and preserve its relationships with customers, suppliers and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.2 6.3 of the Purchaser Disclosure Letter or as specifically required otherwise expressly contemplated by this Agreement, or (ii) as Seller Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall notcovenants and agrees that it shall, and shall cause its Subsidiaries to: a. not permit change or amend the charter, bylaws or similar organizational documents of Purchaser or any of its Subsidiaries; b. not issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, license, pledge, disposition, grant or encumbrance of, any shares of any class of share capital or other ownership interest of Purchaser or any of its Subsidiaries, without Company’s prior written consentor any options, such consent not to be unreasonably withheld warrants, convertible securities or delayed, to: (a) except for the designation of the Purchaser Series A Preferred Stock, or to the extent required by Section 1.6, amend, authorize or propose to amend its articles of incorporation or bylaws (or similar organizational documents); (b) (i) set any record or payment dates for, or make, declare, pay or set aside for payment, any dividend on or in respect of, or declare or make any distribution (whether in cash, stock or property) on any shares of Purchaser Common Stock, other than regular quarterly dividends on the Purchaser Common Stock not in excess of an amount equal to the amount paid by it during the fiscal quarter immediately preceding the date hereof and with record and payment dates consistent with prior practice; or (ii) split, combine, reclassify or otherwise amend the terms rights of any of the Purchaser Capital Stock; (c) issue, deliver, sell, grant, pledge or otherwise encumber or subject kind to any Lien any shares of its capital stock or other equity interests or any securities convertible into, or exchangeable for, or any rights, warrants or options to acquire, acquire any such shares or any other equity interests or voting securitiesownership interest (including any phantom interest), of Purchaser or any stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of capital stock of Purchaser on a deferred basis or other rights linked to the value of shares of Purchaser Common Stock, including pursuant to Contracts as in effect on the date hereofits Subsidiaries, other than (i) the issuance of shares of Purchaser Common Stock upon the exercise or settlement vesting of options or other equity awards under Purchaser Equity Securities issued pursuant to the Purchaser Equity Compensation Plans, in each case, in accordance with their terms as in effect on such date, and (ii) the grant of equity awards securities to directors, officers and employees in an aggregate amount not to exceed 2% of the issued under and outstanding Purchaser Plans in the ordinary course of business consistent in all material respects with past practiceEquity Securities (or such higher percentage as may be consented to by Seller Parent, (iii) the issuance of capital stock which consent shall not be unreasonably withheld, conditioned or other equity interests or any securities convertible into, or exchangeable for, or any rights, warrants or options to acquire, any such shares or other equity interests or voting securities in connection with any capital raising transaction in connection with or related to the transactions contemplated by this Agreement or in connection with acquisitions of or investments in any other Person permitted by Section 5.2(ddelayed); (d) make any material acquisition of c. not propose or investment in any other Person (which would be material to Purchaser), by purchase or other acquisition of stock or other equity interests, by merger, consolidation, asset purchase or other business combination, or by formation of any joint venture or other business organization or by contributions to capital, except for acquisitions in connection with receiverships or conservatorships of FDIC-insured depository institutions; (e) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganizationreorganization with respect to Purchaser or any of its Subsidiaries; (f) knowingly taked. not declare, set aside or pay any dividend or any other distribution payable in cash, equity interests or property or otherwise, other than dividends by wholly-owned Subsidiaries of Purchaser to Purchaser or to other wholly-owned Subsidiaries; e. not reclassify, combine, split, subdivide or redeem, or knowingly omit to takepurchase or otherwise acquire, directly or indirectly, any action that wouldof its capital stock, or is reasonably likely to, prevent or impede except pursuant to buyback programs in effect on the Merger from qualifying as a reorganization within the meaning date of Section 368(a) of the Code or any action that is reasonably likely to result in any of the conditions set forth in Article VI not being satisfied in a timely manner, in each case except (with prior notice to Company) as may be required by applicable Law; (g) other than as required by Law, enter into any new line of business in any material respect if such action would materially delay or otherwise impair consummation of the transactions contemplated by this Agreement; or (h) enter into any Contract with respect to or otherwise agree or commit to take any of the foregoing actions.