Conduct of Business Pending Consummation. 7.1 Affirmative Covenants of Each Party. From the date of this Agreement ----------------------------------- until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (a) operate its business only in the usual, regular, and ordinary course, (b) preserve intact its business organization and Assets and maintain its rights and franchises, and (c) take no action which would (i) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (ii) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.
Conduct of Business Pending Consummation. 6.1 Affirmative Covenants of CLBH and FBNC
(a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of FBNC shall have been obtained, and except as otherwise expressly contemplated herein, CLBH shall, and shall cause each of its Subsidiaries to, (i) operate its business only in the usual, regular, and ordinary course, (ii) use commercially reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use commercially reasonable efforts to cause its representations and warranties to be correct at all times, (iv) consult with FBNC prior to entering into or making any loans or other transactions with a value equal to or exceeding $500,000 other than residential mortgage loans for which CLBH has a commitment to buy from a reputable investor, and loans for which commitments have been made as of the date of this Agreement, (v) consult with FBNC prior to entering into or making any loans that exceed regulatory loan to value guidelines, and (vi) take no action which would be reasonably likely to (A) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Sections 8.1(b) or 8.1(c), or (B) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement.
(b) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of CLBH shall have been obtained, and except as otherwise expressly contemplated herein, FBNC shall, and shall cause each of its Subsidiaries to, (i) operate its business only in the usual, regular, and ordinary course, (ii) use commercially reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use commercially reasonable efforts to cause its representations and warranties to be correct at all times, and (iv) take no action which would reasonably be likely to (A) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Sections 8.1(b) or 8.1(c), or (B) materially adversely affect the ability of any Party ...
Conduct of Business Pending Consummation. SECTION 6.1 Affirmative Covenants of Target 31 SECTION 6.2 Negative Covenants of Target 31 SECTION 6.3 Affirmative Covenants of Purchaser. 34 SECTION 6.4 Adverse Changes in Condition 34 SECTION 6.5 Reporting Requirements. 34
Conduct of Business Pending Consummation. 50
6.1 Affirmative Covenants of Clover and Buyer. 50 6.2 Negative Covenants of Clover. 51 6.3 Negative Covenants of Buyer. 54 6.4 Control of the Other Party’s Business 55 6.5 Adverse Changes in Condition. 55 6.6 Reports. 56 6.7 Buyer Entity Use and Disclosure of IIPI 56 ARTICLE 7 ADDITIONAL AGREEMENTS 56 7.1 Shareholder Approvals. 56
7.2 Registration of Buyer Common Stock. 59 7.3 Other Offers, etc. 60 7.4 Consents of Regulatory Authorities. 61 7.5 Agreement as to Efforts to Consummate. 61 7.6 Investigation and Confidentiality. 61 7.7 Press Releases. 63 7.8 Charter Provisions. 63 7.9 Employee Benefits and Contracts. 63 7.10 Conversion Bonus Plan. 65 7.11 [Reserved]. 65 7.12 Indemnification. 65 7.13 Support Agreements. 67 7.14 Tax Covenants of Buyer 67 ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 67 8.1 Conditions to Obligations of Each Party. 67 8.2 Conditions to Obligations of Buyer. 69 8.3 Conditions to Obligations of Clover. 70 ARTICLE 9 TERMINATION 72 9.1 Termination. 72 9.2 Effect of Termination 73 9.3 Termination Fee. 73 9.4 Non-Survival of Representations and Covenants. 74 ARTICLE 10 MISCELLANEOUS 74 10.1 Definitions. 74 10.2 Expenses. 86 10.3 Brokers and Finders. 86 10.4 Entire Agreement. 87 10.5 Amendments. 87 10.6 Waivers. 87 10.7 Assignment. 88 10.8 Notices. 88 10.9 Governing Law. 89 10.10 Counterparts. 89 10.11 Captions; Articles and Sections. 89 10.12 Interpretations. 89 10.13 Enforcement of Agreement. 90 10.14 Severability. 90 A Form of Bank Merger Agreement B Form of Support Agreement THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 14, 2018, is by and between Carolina Trust BancShares, Inc., a North Carolina corporation (“Buyer”), and Clover Community Bankshares, Inc., a South Carolina corporation (“Clover”). Capitalized terms used in this Agreement but not defined elsewhere herein shall have the meanings assigned to them in Section 10.1 hereof.
Conduct of Business Pending Consummation. 22 8.1 Affirmative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 8.2 Negative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 8.3
Conduct of Business Pending Consummation. 30 7.1 Affirmative Covenants of Pioneer.................................................................. 30 7.2 Negative Covenants of Pioneer..................................................................... 30 7.3
Conduct of Business Pending Consummation. 17 7.1 Affirmative Covenants of CFSB....................... 17 7.2 Negative Covenants of CFSB.......................... 17 7.3 Adverse Changes in Condition........................ 19 7.4 Reports............................................. 19
Conduct of Business Pending Consummation. 28 7.1 Affirmative Covenants of Both Parties......................................28 7.2
Conduct of Business Pending Consummation. 23 7.1 Conduct of Envoy Business............................................23 7.2 Conduct of Healtheon/WebMD Business..................................25 7.3 Adverse Changes in Condition.........................................25 ARTICLE 8 - ADDITIONAL AGREEMENTS.............................................26
Conduct of Business Pending Consummation. 4.1 Affirmative Covenants of PMSI Database and PMSI. ------------------------------------------------
(a) Subject to the Consents set forth in Sections 2.3 and 2.4 of the PMSI Database Disclosure Memorandum, PMSI has, or shall have prior to Closing, assigned, transferred, conveyed, and delivered to PMSI Database, and PMSI Database has, or shall have prior to Closing, acquired, and accepted from PMSI, all of the right, title, and interest of PMSI in and to the Acquired Assets and the Joint Venture Interest, free and clear of any and all Liens.
