Common use of Conduct of Business Prior to the Effective Time Clause in Contracts

Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, required by Law or as consented to in writing by Parent or, in the case of clause (b), the Company, as applicable (such consent not to be unreasonably withheld), (a) the Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the regular, ordinary and usual course consistent with past practice and in accordance with written policies and procedures and (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (b) each of the Company and Parent shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be likely to adversely affect or delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as expressly contemplated required or permitted by this AgreementAgreement (including as Previously Disclosed), or as required by applicable Law or as consented to in writing by Parent or, in the case of clause (b), the Company, as applicable other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed), (a) the Company each of Umpqua and Sterling shall, and shall cause its each of their respective Subsidiaries to, (ia) conduct its business in the regularordinary course in all material respects, ordinary and usual course consistent with past practice and in accordance with written policies and procedures and (iib) use commercially reasonable best efforts to maintain and preserve intact its business organization, employees organization and advantageous business relationshipsrelationships and retain the services of its key officers and key employees, and (bc) each of the Company and Parent shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be likely expected to adversely affect or delay the ability to obtain obtaining of any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basishereby.

Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this AgreementAgreement (including as set forth in the FirstMerit Disclosure Schedule), required by Law law or as consented to in writing by Parent or, in the case of clause (b), the Company, as applicable Huntington (such consent not to be unreasonably withheld, conditioned or delayed), (a) the Company FirstMerit shall, and shall cause its Subsidiaries to, (i) conduct its business in the regular, ordinary and usual course consistent with past practice and in accordance with written policies and procedures all material respects and (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees organization and advantageous business relationships, and (b) each of the Company Huntington and Parent shall, FirstMerit shall and shall cause their its respective Subsidiaries to, to take no action that would reasonably be likely to adversely affect or delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

Conduct of Business Prior to the Effective Time. During Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as expressly contemplated or permitted by this Agreement, required by Law or as consented to in writing by Parent or, in the case of clause (b), the Company, as applicable (such consent not to be unreasonably withheld), (a) the Company shall, and shall cause each of its respective Subsidiaries to, subject to the limitations set forth in Section 5.2, (ia) conduct its business in the regularordinary course in all material respects, ordinary and usual course consistent with past practice and in accordance with written policies and procedures and (iib) use reasonable best efforts to (i) maintain and preserve intact its business organization, employees organization and advantageous business relationshipsrelationships and retain the services of its key officers and key employees, (ii) maintain and keep material property and assets consistent with past practices, (iii) maintain in effect all material Permits consistent with past practices and (bc) each of the Company and Parent shall, and shall cause their respective Subsidiaries to, take no action that is intended to or would reasonably be likely expected to adversely affect or materially delay the ability of the Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisor thereby.

Conduct of Business Prior to the Effective Time. During the period from From and after the date of this Agreement and prior to the earlier of the Effective Time or earlier and the termination of this AgreementAgreement pursuant to its terms, except as expressly contemplated required or permitted by this AgreementAgreement (including as expressly set forth in Section 5.1 or Section 5.2 of the Company Disclosure Schedule), required by applicable Law or as consented to in writing by Parent (or, in the case of clause (b), the Company, as applicable ) (such consent not to be unreasonably withheld, delayed or conditioned), (a) the Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the regular, ordinary and usual course of business consistent with past practice and in accordance with written policies and procedures all material respects and (ii) use its reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business and governmental relationships, and (b) each of the Company and Parent shallshall not, and shall cause their respective Subsidiaries not to, take no or omit to take any action that would reasonably be likely expected to adversely affect or delay the ability to (i) obtain any necessary approvals of any Governmental Entity, including any Regulatory Agency or other Governmental Entity Agency, required for the Merger and the other transactions contemplated hereby or to hereby, (ii) perform its their respective covenants and agreements under this Agreement or to (iii) consummate the Merger and the other transactions contemplated hereby on a timely basis.

Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, required by Law or as consented to in writing by Parent or, in the case of clause (b), the Company, as applicable (such consent not to be unreasonably withheld), (a) the Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the regular, ordinary and usual course consistent with past practice and in accordance with written policies and procedures and (ii) use reasonable best efforts to maintain and preserve intact its business organization, the service of its employees and its advantageous business relationships, and (b) each of the Company and Parent shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be likely to adversely affect or delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.