Common use of Conduct of Business Pending Consummation Clause in Contracts

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 to perform its covenants and agreements under this Agreement. CLBH and FBNC each shall, and shall cause each of its Subsidiaries to, cooperate with the other Party and provide all necessary corporate approvals, and cooperate in seeking all approvals of any business combinations of such CLBH and its Subsidiaries requested by FBNC, provided, the effective time of such business combinations is on or after the Effective Time of the Merger.

Conduct of Business Pending Consummation. 6.1 Affirmative Covenants of CLBH Carolina Trust and FBNCCarolina Financial. (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 Carolina Financial shall have been obtained, and except as otherwise expressly contemplated herein, CLBH Carolina Trust 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 use best efforts to entering into or making any provide all information requested by Carolina Financial related to loans or other transactions made by Carolina Trust 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 guidelines1,000,000, and (viv) take no action which would reasonably be reasonably likely expected 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 Carolina Trust shall have been obtained, and except as otherwise expressly contemplated herein, FBNC Carolina Financial 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 to perform its covenants and agreements under this Agreement. CLBH . (c) Carolina Trust and FBNC Carolina Financial each shall, and shall cause each of its Subsidiaries to, cooperate with the other Party and provide all necessary corporate approvals, and cooperate in seeking all approvals of any business combinations of such CLBH Carolina Trust and its Subsidiaries requested by FBNCCarolina Financial, provided, the effective time of such business combinations is on or after the Effective Time of the Merger.

Conduct of Business Pending Consummation. 6.1 Affirmative Covenants of CLBH CBG, Buyer and FBNCEntegra Bank. (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 Consent of FBNC Buyer shall have been obtainedobtained (which Consent shall not be unreasonably withheld, delayed, or conditioned), and except as otherwise expressly contemplated herein, CLBH CBG 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 Rights and franchises, (iii) use commercially reasonable efforts to cause its representations and warranties to be correct at all times, (iv) consult with FBNC Buyer 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 CBG 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 Buyer 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 Consent of CLBH CBG shall have been obtainedobtained (which Consent shall not be unreasonably withheld, delayed, or conditioned), and except as otherwise expressly contemplated herein, FBNC Buyer 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 to perform its covenants and agreements under this Agreement. CLBH . (c) CBG, Buyer and FBNC Entegra Bank each shall, and shall cause each of its Subsidiaries to, cooperate with the other Party and provide all necessary corporate approvals, and cooperate in seeking all approvals of any business combinations of such CLBH CBG and its Subsidiaries requested by FBNCBuyer, provided, the effective time of such business combinations is on or after the Effective Time of the Merger.

Conduct of Business Pending Consummation. 6.1 6.1. Affirmative Covenants of CLBH and FBNC (a) FSB. 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 Xxxxx shall have been obtained, and except as otherwise expressly contemplated hereinherein or as set forth in Section 6.1 of FSB’s Disclosure Memorandum, CLBH FSB shall, and shall cause each of its Subsidiaries to, (ia) operate its business only in the usual, regular, and ordinary courseOrdinary Course, (iib) use commercially its 44 reasonable best efforts to preserve intact its business organization (including its organization, Assets, goodwill and Assets insurance coverage), and maintain its rights and rights, authorizations, franchises, (iii) use commercially reasonable efforts to cause its representations advantageous business relationships with customers, vendors, strategic partners, suppliers, distributors and warranties to be correct at all times, (iv) consult others doing business 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 investorit, and loans for which commitments have been made as the services of the date of this Agreement, (v) consult with FBNC prior to entering into or making any loans that exceed regulatory loan to value guidelinesits officers and Key Employees, and (vic) take no action that is intended to or which would reasonably be reasonably likely expected to (A) adversely affect or materially delay (i) the ability receipt of any Party to obtain approvals of any Consents required for Regulatory Authority or third party referenced in Section 7.4(a), (ii) the consummation of 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)by this Agreement, or (Biii) materially adversely affect the ability performance of any Party to perform its covenants and agreements under in this Agreement. (b) 6.2. Negative Covenants of FSB. 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 Xxxxx shall have been obtained, and except as otherwise expressly contemplated hereinherein or as set forth in Section 6.2 of FSB’s Disclosure Memorandum, FBNC shallFSB covenants and agrees that it will not do or agree or commit to do, and shall cause each or permit any of its Subsidiaries toto do or agree or commit to do, any of the following: (a) amend the articles of incorporation or association, bylaws or other governing instruments of any FSB Entity; (b) incur, assume, guarantee, endorse or otherwise as an accommodation become responsible for any additional debt obligation or other obligation for borrowed money (other than indebtedness incurred in the Ordinary Course); (c) (i) operate its business only repurchase, redeem, or otherwise acquire or exchange (other than in accordance with the terms of this Agreement), directly or indirectly, any shares, or any securities convertible into or exchangeable or exercisable for any shares, of the capital stock of any FSB Entity (except for the acceptance of shares of FSB Common Stock as payment for the exercise of FSB Stock Options or for withholding taxes incurred in connection with the exercise of FSB Stock Options) or the vesting or settlement of FSB Equity Rights and dividend equivalents thereon, in each case in the usual, regular, Ordinary Course and ordinary coursein accordance with the terms of the applicable award agreements in effect on the date hereof), (ii) use commercially reasonable efforts make, declare, pay or set aside for payment any dividend or set any record date for or declare or make any other distribution in respect of FSB’s capital stock or other equity interests; (d) except for the issuance of shares of FSB Common Stock as payment for the exercise of FSB Stock Options or settlement of FSB Restricted Stock Awards, in accordance with the terms of the applicable FSB Stock Option or FSB Restricted Stock Award, issue, grant, sell, pledge, dispose of, encumber, authorize or propose the issuance of, enter into any Contract to preserve intact its business organization issue, grant, sell, pledge, dispose of, encumber, or authorize or propose the issuance of, or otherwise permit to become outstanding, any additional shares of FSB Common Stock or any other capital stock of any FSB Entity, or any stock appreciation rights, or any option, warrant, or other Equity Right; (e) directly or indirectly adjust, split, combine or reclassify any capital stock or other equity interest of any FSB Entity or issue or authorize the issuance of any other securities in respect of or in substitution for shares of FSB Common Stock, or sell, transfer, lease, mortgage, permit any Lien, or otherwise dispose of, discontinue or otherwise encumber (i) any shares of capital stock or other equity interests of any FSB Entity (unless any such shares of capital stock or other equity interest are sold or otherwise transferred to one of the FSB Entities) or (ii) any Asset other than pursuant to Contracts in force at the date of the Agreement or sales of investment securities and Assets and maintain its rights and franchisesLoans in the Ordinary Course; (f) (i) purchase any securities or make any acquisition of or investment in (except in the Ordinary Course), either by purchase of stock or other securities or equity interests, contributions to capital, 45 (iiii) use commercially reasonable efforts grant any increase in compensation or benefits to cause its representations and warranties to be correct at all timesthe employees or officers of any FSB Entity, and (iv) take no action which would reasonably be likely to except (A) adversely affect for merit-based or promotion-based increases in annual base salary or wage rate for employees (other than directors or executive officers) in the ability of any Party to obtain any Consents required for Ordinary Course that do not exceed, in the transactions contemplated hereby without imposition of a condition or restriction aggregate 3% of the type referred to aggregate cost of all employee annual base salaries and wages in effect as of the last sentences of Sections 8.1(b) or 8.1(c)date hereof, or (B) materially adversely affect as required by Law, (ii) pay any (x) severance or termination pay or (y) any bonus, in either case other than pursuant to a FSB Benefit Plan in effect on the ability date hereof and in the case of clause (x) subject to receipt of an effective release of claims from the employee, unless the FSB Entity is obligated pursuant to arrangement in existence on the date hereof to pay such severance without an effective release of claims, and in the case of clause (y) to the extent required under the terms of the FSB Benefit Plan without the exercise of any Party to perform its covenants and agreements upward discretion, (iii) enter into, amend, or increase the benefits payable under this Agreement. CLBH and FBNC each shallany severance, and shall cause each of its Subsidiaries tochange in control, cooperate retention, bonus guarantees, collective bargaining agreement or similar agreement or arrangement with the other Party and provide all necessary corporate approvals, and cooperate in seeking all approvals employees or officers of any business combinations FSB Entity, (iv) fund any rabbi trust or similar arrangement, unless otherwise required by the terms of such CLBH the FSB Benefit Plan and its Subsidiaries requested by FBNC, disclosed on Section 6.2(g) of FSB’s Disclosure Memorandum; provided, however, that Xxxxx will have a reasonable opportunity to review and comment in advance on any such new arrangement and FSB will consider such comments in good faith, (v) terminate the effective employment or services of any officer or any employee whose annual base compensation is greater than $40,000, other than for cause, (vi) hire any officer, employee, independent contractor or consultant (who is a natural person) who has annual base compensation greater than $40,000, or (vii) implement or announce any employee layoff that would reasonably be expected to implicate the WARN Act; (h) enter into, amend or renew any employment or Independent Contractor Contract between any FSB Entity and any Person requiring payments thereunder in excess of $40,000 in any 12-month period (unless such amendment is required by Law) that the FSB Entity does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time of such business combinations is on or after the Effective Time Time; (i) except as required by Law or, with respect to a FSB Benefit Plan that is intended to be tax-qualified in the opinion of counsel is necessary or advisable to maintain the tax qualified status, (i) adopt or establish any plan, policy, program or arrangement that would be considered a FSB Benefit Plan if such plan, policy, program or arrangement were in effect as of the date of this Agreement, or amend in any material respect any existing FSB Benefit Plan, terminate or withdraw from, or amend, any FSB Benefit Plan, (ii) make any distributions from such FSB Benefit Plans, except as required by the terms of such plans, or (iii) fund or in any other way secure the payment of compensation or benefits under any FSB Benefit Plan, except as required by the terms of such plans; provided, however, that Xxxxx will have a reasonable opportunity to review and comment in advance on any new rabbi trust or similar arrangement and FSB will consider such comments in good faith; (j) make any change in any Tax or accounting principles, practices or methods or systems of internal accounting controls or disclosure controls, except as may be required to conform to changes in Tax Laws, regulatory accounting requirements or GAAP; (k) commence any Litigation other than in the Ordinary Course, or settle, waive or release or agree or consent to the issuance of any Order in connection with any Litigation (i) involving any Liability of any FSB Entity for money damages in excess of $75,000 in the aggregate or that would impose any restriction on the operations, business or Assets of any FSB Entity or the Surviving Corporation or (ii) arising out of or relating to the transactions contemplated hereby; (l) (i) enter into, renew, extend, modify, amend or terminate any FSB Contract or any Contract which would be a FSB Contract if it were in existence on the date hereof, or (ii) waive, release, compromise or assign any material rights or claims under any Contract described in the foregoing clause (i); (i) enter into any new line of business or change in any material respect its lending, investment, risk and asset-liability management, interest rate, fee pricing or other material banking or operating policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof) or (ii) change its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service Loans except as required by Law or by rules or policies imposed by a Regulatory Authority; (n) make, or commit to make, any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate; (o) except as required by Law or applicable Regulatory Authorities, make any material changes in its policies and practices with respect to insurance policies including materially reduce the amount of insurance coverage currently in place or fail to renew or replace any existing insurance policies; (p) materially change or restructure its investment securities portfolio policy, its hedging practices or policies, or change its policies with respect to the classification or reporting of such portfolios; (q) make, change or revoke any material Tax election, change any material method of Tax accounting, adopt or change any taxable year or period, file any amended material Tax Returns, agree to an extension or waiver of any statute of limitations with respect to the assessment or determination of Taxes, settle or compromise any Tax liability of any FSB Entity, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund; (r) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Merger and Second Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; (s) make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment for any Loan, or amend or modify in any material respect any Loan (including in any manner that would result in any additional extension of credit, principal forgiveness, or effect any uncompensated release of collateral, i.e., at a value below the fair market value thereof as determined by FSB), except (i) new Loans in amounts not to exceed (A) $750,000 if such Loan is secured by residential real estate or (B) $1.5 million if such Loan is a commercial and industrial loan, construction loans or is secured by commercial or multi-family real estate or (ii) Loans or commitments for Loans that have previously been approved by FSB prior to the date of this Agreement not in excess of $1.5 million, provided, that Xxxxx shall be required to respond to any request for consent to make such Loan in writing 47 (t) take any action that could reasonably be expected to impede or materially delay consummation of the transactions contemplated by this Agreement; (u) notwithstanding any other provision hereof, take any action that is reasonably likely to result in any of the conditions set forth in ARTICLE 8 not being satisfied, or materially impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, except as required by applicable Law; or (v) agree to take, make any commitment to take, or adopt any resolutions of FSB’s board of directors in support of, any of the actions prohibited by this Section 6.2.