Conduct of Business Pending Merger. From the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or as set forth in its Disclosure Letter, without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed), UBSH and FMB each agrees that it will not, and will cause each of its Subsidiaries not to:
(a) Conduct its business other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliers, employees and business associates.
(b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis.
(c) Amend its Organizational Documents (except as provided herein).
(i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH Stock Plan or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan and except for Permitted Issuances (as defined herein) in the case of UBSH: (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, or similar stock-based rights.
Conduct of Business Pending Merger. (a) From the date of this Agreement until the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the other party, each of the Company and the Parent shall:
(i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and
(ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers.
(b) Except as contemplated by this Agreement or otherwise consented to in writing by the other party, from the date of this Agreement until the Effective Time, each of the Company and the Parent shall not do any of the following:
(i) adopt any amendments to its certificate or articles of incorporation which would alter the terms of the Company Common Stock or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement;
(ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or, except as provided in the terms of the Parent's Preferred Stock, redeem or otherwise acquire any of its securities;
(iii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, however, the Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof;
(iv) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtedness) that is material to the Company or the Parent, as the case may be, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company ...
Conduct of Business Pending Merger. (a) RISCORP agrees that from the date hereof to the Effective Time, except as contemplated by this Agreement or to the extent that Acquiror shall otherwise consent in writing, RISCORP and the RISCORP Subsidiaries will operate their businesses only in the ordinary course, and, consistent with its business practices since April 1, 1998.
(b) RISCORP agrees that from the date hereof to the Effective Time, except as otherwise consented to by Acquiror in writing or as permitted, required or contemplated by this Agreement, (i) neither it nor any RISCORP Subsidiary will change any provision of its Certificate of Incorporation or Bylaws or similar governing documents (subject to compliance with Section 5.11 hereto, except such changes as are necessary to effectuate the surrender and/or sale of RISCORP's or RISCORP Subsidiaries' certificate of authority or licenses to transact the business of insurance in the state where such certificates of authority or licenses are currently held); (ii) neither it nor any RISCORP Subsidiary will not make, declare or pay any dividend except for any dividend declared or paid by any RISCORP Subsidiary to RISCORP or any RISCORP Subsidiary; and (iii) neither it nor any RISCORP Subsidiary will make any distribution or directly or indirectly sell, issue, redeem, purchase or otherwise acquire, any shares of its outstanding capital stock, change the number of shares of its authorized or issued capital stock or issue or grant any option, warrant, call, commitment, subscription, right to purchase or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock.
(c) RISCORP agrees that, except to the extent (i) consented to by Acquiror in writing or (ii) permitted, required or contemplated by this Agreement, from the date hereof it will not, nor will it permit any RISCORP Subsidiary to:
(i) enter into any agreement representing an obligation for indebtedness for borrowed money or increase the principal amount of indebtedness under any existing agreement or assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation;
(ii) sell, mortgage, encumber or pledge any of its properties or assets;
(iii) take any action to (A) amend or terminate any RISCORP Employee Plan, (B) increase the compensation of any of its directors, executive officers or employees, (C) adopt any other plan, program, arrangement or practice pro...
Conduct of Business Pending Merger. Section 6.1 Conduct of Business of Sellers Prior to the Effective Time................................................................73 Section 6.2 Conduct of Business of the Company, the Transitory Partnerships and the Company LLCs Prior to the Effective Time..............................................78 Section 6.3 Reimbursable Proposals........................................................82 ARTICLE VII
Conduct of Business Pending Merger. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable law or regulation, or as expressly set forth in its Disclosure Letter, without the prior written consent of the other party (which consent will not be unreasonably conditioned, withheld or delayed), VABK and FBSS each agrees that it will not, and will cause each of its Subsidiaries not to:
(a) Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use its reasonable best efforts to maintain and preserve intact its business organization, material assets, rights and properties and preserve its relationships with its customers, employees, Regulatory Agencies and other entities with which it has advantageous business relationships.
(b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any Regulatory Agency or Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis.
(c) Amend, modify or repeal its Organizational Documents (except as provided herein for VABK and Virginia National Bank).
(d) Other than pursuant to (i) stock options (including, subject to Section 5.10, under the FBSS employee stock purchase plan), restricted stock awards and restricted stock unit awards outstanding as of the date hereof under the VABK Stock Plans or FBSS Stock Plans, (ii) for FBSS, restricted stock awards and restricted stock unit awards under the FBSS long-term incentive plan to be adopted for 2021 and awarded in January 2021 to individuals who are participants in the 2020 long-term incentive plan (other than the individuals listed on Section 4.1(d) of FBSS’s Disclosure Letter) and that will be consistent in all material respects with the terms of the 2020 long-term incentive plan, or (iii) as expressly set forth in its Disclosure Letter: (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) issue or grant any stock options, restricted stock, stock appreciation rights, restricted stock units or similar stock-based rights.
(e) Enter into or amend or renew ...
Conduct of Business Pending Merger. Between the date of this Agreement and the Effective Date, each Constituent Entity shall conduct its affairs and business and those of any subsidiary in the ordinary course of business and in a manner consistent with past practice, and each Constituent Entity shall use its best efforts to preserve substantially intact the business organization of such entity and its current relationships with its Members, suppliers and other persons with which each such entity has material business relations.
Conduct of Business Pending Merger. (i) ORDINARY COURSE. Rovion shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such businesses, use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having business dealings with Rovion. Rovion shall promptly notify DGLP of any event or occurrence or emergency not in the ordinary course of business of Rovion, which is material and adverse to the business. Specifically, Rovion shall not (except with the prior written consent of DGLP) grant any severance or termination pay to any officer or director or, except in the ordinary course of business consistent with past practices, to any employee of Rovion.
Conduct of Business Pending Merger. Except as otherwise specifically provided in this Agreement, from the date of this Agreement to the earlier of Effective Time or termination, the Company will: (i) conduct its operations only in the ordinary and usual course of business and consistent with past practices, and (ii) use its reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, employees and consultants and preserve its present relationships with licensors, licensees, customers, suppliers, employees, labor organizations and others having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise specifically provided in this Agreement, the Company will not, directly or indirectly, prior to the Effective Time, without the prior written consent of Parent: (a) propose or adopt any amendment to or otherwise change its charter or bylaws or other organizational documents; (b) authorize for issuance, sale, pledge, disposition or encumbrance, or issue, sell, pledge, dispose of or encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, convertible securities or otherwise), any capital stock of any class or any other securities of, or any other ownership interest in, the Company (except for the issuance of Company Common Stock upon conversion of Company Preferred Stock, or upon exercise of Company Options which are outstanding as of the date of this Agreement) or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, that prior to the Effective Time, the Company may grant Company Options to newly hired employees and consultants of the Company in numbers (measured in terms of shares of Company Common Stock issuable upon the conversion of such Company Options) not to exceed 10,000 to any individual nor 50,000 in the aggregate.
Conduct of Business Pending Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of the Agreement or the Effective Time, and except as otherwise set forth in Section 6.2 of the Candie's Disclosure Statement, Candie's (except to the extent that NRC shall otherwise consent in writing), shall carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it, except where the failure to do so could not reasonably be expected to have an material adverse effect.
Conduct of Business Pending Merger. (a) Company agrees that from the date hereof to the Effective Time, except as contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing, Company and the Company Subsidiaries will operate their businesses only in the ordinary course in the same manner as previously conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment except in the ordinary course of business consistent with past practices or as expressly permitted by this Section 5.2; and, consistent with such operation, will use all commercially reasonable efforts consistent with past practices to preserve their business organizations intact, to keep available to them the goodwill of their customers, vendors, business partners and others with whom business relationships exist to the end that their goodwill and ongoing business shall not be impaired at the Effective Time, and will further exercise all commercially reasonable efforts to maintain their existing relationships with their employees in general.
(b) Company agrees that from the date hereof to the Effective Time, except as otherwise consented to by Parent in writing, (i) neither it nor any Company Subsidiary will change any provision of its Articles of Incorporation or Bylaws or similar governing documents, (ii) neither it nor any Company Subsidiary will make, declare or pay any dividend or other distribution, and (iii) neither it nor any Company Subsidiary will make any distribution or directly or indirectly sell,
