Conduct of Business; Certain Covenants. Prior to and through the Closing Date, the Company shall conduct and operate its business and will not, without prior written consent of the Purchaser, which consent shall not be unreasonably withheld, take any action other than in accordance with the ordinary and usual course of business. The Company will use its best efforts to preserve intact its business, operation, organization and relationships with its employees, independent contractors, agents, suppliers, customers and others having business dealings with them. Prior to and through the Closing Date, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, the Company shall not, and the Stockholder shall not permit the Company to:
(i) amend its certificate of incorporation or bylaws;
(ii) issue or otherwise grant or enter into any agreement relating to the issuance or grant of any stock options, warrants or other rights calling for or permitting the issue, transfer, sale or delivery of its capital stock;
(iii) pay or declare any cash dividend or other dividend or distribution with respect to its capital stock;
(iv) issue, transfer, sell or deliver any shares of its capital stock or any securities convertible into or exchangeable for, with or without additional consideration, such capital stock;
(v) redeem, purchase or otherwise acquire for any consideration any outstanding shares of its capital stock or any securities convertible into or exchangeable for, with or without additional consideration, such capital stock;
(vi) incur any indebtedness for borrowed money, except in the ordinary course of business or pursuant to existing agreements which the Company or the Stockholder have previously disclosed or made available to the Purchaser;
(vii) permit the occurrence or continuance of any material default under any agreement to which the Company is a party;
(viii) make any acquisition of the capital stock or all or substantially all of the assets of any entity;
(ix) merge or consolidate with any corporation or enter into any joint venture arrangement with any third party;
(x) enter into any employment or similar contract with or increase the compensation payable to any officer or employee of the Company, except in the ordinary course of business of the Company and in a manner consistent with the Company's past practices;
(xi) alter, amend or otherwise modify any material term or provision of any contract or agreement with any of its clients, customers, suppli...
Conduct of Business; Certain Covenants. (a) From and after the execution and delivery of this Agreement and until the Effective Time, the Company and Company Subsidiaries shall:
(i) conduct its and their business and operate only in the usual and ordinary course of business in accordance with prudent and sound banking practices;
(ii) maintain an allowance for loan losses deemed by management of the Company Bank to be adequate based on past loan loss experience and evaluation of potential losses in current portfolios;
(iii) remain in good standing with all applicable federal and state regulatory authorities and preserve each of its and their existing banking locations;
(iv) use its and their best efforts (but without any obligation to pay additional or increased compensation of any type) to retain the services of its and their present officers and employees identified by Acquiror, so that its and their goodwill and business relationships with customers and others are not adversely affected;
(v) maintain usual and customary insurance covering the performance of its and their duties by its and their directors, officers, and employees and maintaining full force and effect all of the insurance policies reflected on Schedule 2.31 hereto;
(vi) take no action which would adversely affect or delay the ability of the Company or Acquiror to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby; and
(vii) take no action which would cause the termination or cancellation by the FDIC of insurance in respect of the Company-Bank's deposits.
(b) From and after the execution and delivery of this Agreement and until the Effective Time, the Company and Company Subsidiaries shall not, without the prior consent of Acquiror:
(i) except as contemplated by Section 5.6(a), issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its or their capital stock, or issue or grant any stock options, warrants, rights, calls or commitments of any character calling for or permitting the issue or sale of its or their capital stock (or securities convertible into or exchangeable, with or without additional consideration, for shares of such capital stock) or any stock appreciation rights;
(ii) declare and/or pay any cash or non-cash dividend, or institute any other form of dividend or distribution, with respect to the Company's capital stock; except that the Company may pay normal quarterly cash dividends;
(iii) increa...
Conduct of Business; Certain Covenants. Prior to and through the Closing Date, the Company shall not commence business (other than as necessary to comply with the terms and conditions of the transactions contemplated by this Agreement), and will not take any action inconsistent with the representations and warranties of the Company and the Stockholder set forth set forth in this Agreement.
Conduct of Business; Certain Covenants. From and after the execution and delivery of this Agreement and until the Closing Date, the BANK will: (a) conduct its business and operate only in accordance with sound banking and business practices; and (b) remain in good standing with all applicable banking regulatory authorities.
Conduct of Business; Certain Covenants. From and after the execution and delivery of this Agreement and until the Closing Date, Seller will: (a) conduct the business of the Branch Offices only in the usual and ordinary course of business consistent with past practice; (b) maintain in full force and effect all necessary business permits, licenses, registrations and authorizations relating to the Branch Offices; and (c) use its best efforts to maintain all existing contracts, customers, account relationships and all other customer agreements, relationships and business of the Branch Offices.
Conduct of Business; Certain Covenants. (a) From and after the execution and delivery of this Agreement and until the Effective Time, the Company and each of its Subsidiaries shall:
(i) conduct its business and operate in the usual ordinary course of business in accordance with prudent and sound banking and business practices, including charging off all loans required to be charged off by federal and state regulators and regulations, statutes and sound banking practices and maintain its and their books and records, in accordance with GAAP;
Conduct of Business; Certain Covenants. Prior to and through the Closing Date, the Seller shall have conducted and operated, and Worldwide shall conduct and operate the Business in accordance with prior business practice and neither of the Seller or Worldwide will, without prior written consent of the Purchaser, which consent shall not be unreasonably withheld, take any action other than in accordance with the ordinary and usual course of business. Each of the Seller and Worldwide will use commercially reasonable efforts to preserve intact the Business, the Assets and the operation, organization and relationships with employees, independent contractors, agents, suppliers, customers and others having business dealings with Worldwide. Prior to and through the Closing Date, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld:
(i) the Seller shall not amend the Certificate of Formation or the Partnership Agreement;
(ii) Worldwide shall not amend the Worldwide Certificate of Incorporation or the Worldwide Bylaws;
(iii) Worldwide shall not issue, sell, grant or contract to issue, sell or grant any shares of its capital stock, notes, bonds, other securities or any option to purchase any of the foregoing;
(iv) the Seller shall not cause or permit Worldwide to grant any right or interest or enter into any agreement that would have the effect of granting any right or interest in or to the Business or the Assets;
(v) the Seller shall not issue or otherwise grant or enter into any agreement relating to the issuance or grant of any partnership interests or other interests or rights calling for or permitting the issuance, transfer, sale or delivery of a partnership interest;
(vi) the Seller shall not make any distribution with respect to any partnership or other interest in the Seller;
(vii) the Seller shall not issue, transfer, sell or deliver any interest in the Seller;
(viii) the Seller shall not redeem, repurchase or otherwise acquire for any consideration any outstanding partnership interest in the Seller;
(ix) neither the Seller nor Worldwide shall incur any indebtedness for borrowed money, except in the ordinary course of business or pursuant to existing agreements which the Seller or Worldwide has previously disclosed in writing or made available to the Purchaser;
(x) except with respect to the defaults listed on the schedules hereto which relate to the timely payment of monies due and owing under any agreements to which the Seller and/or Worldwide is a...
Conduct of Business; Certain Covenants. From and after the date hereof and prior to the date when the Interests are actually transferred by the Sellers to the Purchasers hereunder, each Target Company agrees, and Sellers agree to cause each Target Company, to conduct the Business and operations of such Target Company only in the ordinary course consistent with past practices and use its and their commercially reasonable efforts to preserve intact the Business and such Target Company’s assets and such Target Company’s organizations and relationships with employees, agents, customers and others having business dealings with them.
Conduct of Business; Certain Covenants. Except as contemplated by the terms of this Agreement, from and after the execution and delivery of this Agreement and until the Closing Date, GFT shall conduct its business and operations in, and not take any action other than according to, its ordinary and usual course of business, and GFT will use its respective best efforts in a manner consistent with its current practices to preserve intact its business, organization and relationships with employees, agents, customers, suppliers, shareholders and others having business dealings with it.
Conduct of Business; Certain Covenants. Prior to and through the Closing Date, the Seller shall conduct and operate the Business and will not, without prior written consent of the Purchaser, which consent shall not be unreasonably withheld, take any action other than in accordance with the ordinary and usual course of business. The Seller will use commercially reasonable efforts to preserve intact the Business, the Assets and the operation, organization and relationships with their employees, independent contractors, agents, suppliers, customers, regulators, licensing authorities and others having business dealings with it.
