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; provided, however, that nothing contained in this Section 5.2 or in this Agreement shall preclude Purchaser and its Subsidiaries from making any acquisition or investment in any other Person. 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 Purchaser’s 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) adopt or enter into a plan of complete or partial liquidation or dissolution; or (b) 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.

Conduct of Business by Purchaser. During the period from Between the date of this Agreement to Plan of Merger and ending at the earlier of the Effective TimeTime and the termination of this Plan of Merger in accordance with Article VII, except as consented to in writing in advance otherwise expressly contemplated by Company, such consent not to be unreasonably withheld or delayed, this Plan of Merger or as otherwise specifically required by this Agreement applicable Law, Purchaser (a) shall take no action that would reasonably be expected to adversely affect or as set forth in Section 5.2 materially delay the ability to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated hereby on a timely basis, and (b) shall not, nor shall it permit any of the Purchaser Disclosure LetterSubsidiaries to, without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed): 5.2.1 amend the Purchaser's articles of incorporation or bylaws in a manner that would materially and adversely affect the holders of Company Common Stock relative to the holders of Purchaser shall use commercially reasonable efforts Common Stock; 5.2.2 except as and 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 the extent required by applicable Law or regulatory agencies having business dealings with it; provided, however, that nothing contained in this Section 5.2 jurisdiction over Purchaser or in this Agreement shall preclude Purchaser and its Subsidiaries from making any acquisition or investment in any other Person. 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 Purchaser’s 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) adopt take any action that would reasonably be expected to prevent, materially impede or enter into a plan materially delay the consummation of complete the transactions contemplated by this Plan of Merger, or partial liquidation or dissolution; or (b) knowingly take, or knowingly omit fail 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 to the Merger set forth in Article VI not being satisfied in a timely manner, in each case except (with prior notice satisfied; or 5.2.3 agree or commit to Company) as may be required by applicable Lawdo any of the foregoing.

Conduct of Business by Purchaser. During the period from the date of this Agreement to the Effective TimeClosing, except as consented to in writing in advance by Companythe Bank, 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 Permits existing Permitsas of the date hereof, 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; provided, however, that nothing contained in this Section 5.2 or in this Agreement shall preclude Purchaser and its Subsidiaries from making any acquisition or investment in any other Person. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective TimeClosing, except as set forth in Section 5.2 of Purchaser’s the Purchaser Disclosure Letter or as specifically required by this Agreement, Purchaser shall not, and shall not permit any of its Significant Subsidiaries, without Companythe Bank’s prior written consent, such consent not to be unreasonably withheld or delayed, to: (a) adopt amend, authorize or enter into propose to amend its articles of incorporation or bylaws (or similar organizational documents) in a plan manner that would adversely affect the holders of complete or partial liquidation or dissolution; orBank Common Stock (upon their acquisition of Purchaser Common Stock) relative to other holders of Purchaser Common Stock; (b) knowingly take, or knowingly omit to take, (i) 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 (ii) 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 written notice to Companythe Bank) as may be required by applicable Law; or (c) 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 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 and its Subsidiaries shall use commercially reasonable efforts to preserve intact its business organization, maintain in effect all existing Permits, preserve its assets, rights rights, franchises and properties in good repair and condition, and preserve its relationships with customers, suppliers and others having business dealings with it; providedit (it being understood that Purchaser’s pursuit, however, that nothing contained in negotiation and consummation of other acquisitions and capital raising transactions shall not violate this Section 5.2 or in this Agreement shall preclude Purchaser and its Subsidiaries from making any acquisition or investment in any other Person5.2). 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 Purchaser’s Disclosure Letter or as specifically required by this Agreement, Purchaser and Purchaser Bank 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) adopt or enter into a plan of complete or partial liquidation or dissolution; or; (b) 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; (c) knowingly take any action that is intended or may reasonably be expected to result in the termination of this Agreement or any of the conditions to the Merger set forth in Article VI not being satisfied; (d) knowingly take any action that would be reasonably expected to prevent, materially impede, materially impact or materially delay the ability of the parties to obtain any Requisite Regulatory Approval required for consummation of the Merger; or (e) make, declare, pay or set aside for payment any extraordinary dividend.