Conduct of Businesses. Prior to the Effective Date, except as set forth in the CSI Disclosure Schedule, the RP Disclosure Schedule or as contemplated by any other portion of this Agreement, unless both parties have consented in writing thereto, which consent will not be unreasonably withheld, each party:
5.3.1 Shall, and shall cause each of its Subsidiaries to, conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted;
5.3.2 Shall use its reasonable efforts, and shall cause each of its Subsidiaries to use its reasonable efforts, to preserve intact its business organization and goodwill, keep available the services of its officers and employees and maintain satisfactory relationships with those persons having business relationships with it;
5.3.3 Except to the extent, if any, prohibited by applicable law or binding confidentiality agreements with third parties, shall confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and any proposals to engage in material transactions;
5.3.4 Shall not amend its articles or certificate of incorporation or by-laws (except to the extent the Articles of Incorporation of CSI are amended to authorize the CSI Preferred Stock);
5.3.5 Shall promptly notify the other party of (a) any material emergency or other material change in the condition (financial or otherwise), of such party's or any Subsidiary's business, properties, assets, liabilities, prospects or the normal course of its businesses or in the operation of its properties, (b) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (c) the breach in any material respect of any representation or warranty or covenant contained herein;
5.3.6 Shall promptly deliver to the other party true and correct copies of any report, statement or schedule filed by such party with the SEC subsequent to the date of this Agreement;
5.3.7 Shall not (a) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, (b) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire ...
Conduct of Businesses. From the date of this AGREEMENT until the EFFECTIVE TIME, CUSTAR:
(a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations;
(b) Without the prior written consent of CBI, will not:
(i) Authorize the creation or issuance of, issue, sell or dispose of, or create any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations convertible into or exchangeable for, any shares of its capital stock;
(ii) Declare, set aside, pay or make any dividend or other distribution on capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares or enter into any agreement in respect to the foregoing; provided, however, that CUSTAR may pay a cash dividend in the amount of $1.00 per share in the event the CLOSING does not occur prior to September 30, 2004;
(iii) Effect any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification;
(iv) Amend its Articles of Incorporation or Code of Regulations;
(v) Purchase, sell, assign or transfer any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets or property;
(vi) Mortgage, pledge or grant or suffer to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent and such other liens, encumbrances or charges which do not materially or adversely affect its financial position;
(vii) Waive any rights of material value or cancel any material debts or claims;
(viii) Incur any material obligation or liability (absolute or contingent), including, without limitation, any tax liability, or pay any material liability or obligation (absolute or contingent), other than liabilities and obligations incurred in the ordinary course of business;
(ix) Cause any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio;
(x) Enter into or amend any employment contract with any of its officers, increase the compensation payable to any officer or director or any relative of any such officer or director, or be obligated to increase any such compensation, adopt or amend in any material respect any employee benefit plans, severance plan or...
Conduct of Businesses. (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:
(a) Shall use their reasonable efforts, and shall cause each of their respective Subsidiaries to use their reasonable efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees;
(b) Shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to Section 7.1, any proposals to engage in material transactions;
(c) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise) of the business, properties, assets or liabilities, or any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation, warranty, covenant or agreement contained herein;
Conduct of Businesses. Neither Borrower nor any Subsidiary will engage to any material extent in any business other than the ownership of existing Investments and acquiring and financing midstream and downstream real estate assets within the U.S. energy infrastructure sector, entering into long-term triple net participating leases with energy companies, providing other types of capital to energy companies, including loans secured by energy infrastructure assets, related sale-leaseback and real property mortgage transactions.
Conduct of Businesses. 23 Section 7.3
Conduct of Businesses. From the date of this AGREEMENT until the BKFC EFFECTIVE TIME, FTFC and FSB:
(a) Except with the prior written consent of BKFC, will conduct their businesses only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations;
(b) Without the prior written consent of BKFC, will not:
(i) Authorize the creation or issuance of, issue, sell or dispose of, or create any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which either FTFC or FSB is the issuer (including, without limitation, the grant of options or stock appreciation rights under the STOCK OPTION PLANS or the award of common shares under the MRPs), or any obligations convertible into or exchangeable for, any shares of its capital stock;
(ii) Declare, set aside, pay or make any dividend or other distribution on capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares or enter into any agreement in respect to the foregoing;
(iii) Effect any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification;
(iv) Amend the Articles of Incorporation or Code of Regulations of FTFC or Charter or Bylaws of FSB;
(v) Purchase, sell, assign or transfer any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets or property;
(vi) Make or commit to make any loan(s) (including unfunded commitments and lines of credit) to any one person or entity (together with "affiliates" of such person or entity) in excess of $200,000 in the aggregate or in excess of a 90% loan-to-value ratio;
(vii) Mortgage, pledge or grant or suffer to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent, assets pledged as collateral to secure borrowings from the FHLB of Cincinnati and such other liens, encumbrances or charges which do not materially or adversely affect its financial position;
(viii) Waive any rights of material value or cancel any material debts or claims;
(ix) Incur any material obligation or liability (absolute or contingent), including, without limitation, any tax liability, or pay any material liability or obligation (absolute or contingent), other than liabilities and obligations incurred in the ordinary course of business and borrowings from the FHLB of Cincinnati;
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Conduct of Businesses. (a) Prior to the Effective Time, except as may be set forth in the schedules to this Agreement or as contemplated by this Agreement, unless the other party has consented in writing thereto, PMCT and STH:
(i) Shall use their reasonable efforts, and shall cause each of their respective Subsidiaries to use their reasonable efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees;
(ii) Shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to Section 8.1, any proposals to engage in material transactions;
(iii) Shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or the normal course of their businesses or in the operation of their properties, any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation, warranty, covenant or agreement contained herein; and
(iv) Shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement.
(b) Prior to the Effective Time, except as may be set forth in the schedules to this Agreement, unless PMCT has consented (such consent not to be unreasonably withheld or delayed) in writing thereto, STH:
(i) Shall, and shall cause each of the STH Subsidiaries to, conduct its operations according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted;
(ii) Shall not amend its Certificate of Incorporation or Bylaws;
Conduct of Businesses. Pending the Merger 14 5.1 Conduct of Business by the Company Pending the Merger 14 5.2 Conduct of Business by Parent and Acquisition Corp 15 6. Additional Agreements 15 6.1 Access and Information 16 6.2 Additional Agreements 16 6.3 Publicity 16 6.4 Appointment of Directors 16
Conduct of Businesses. PRIOR TO THE EFFECTIVE TIME
4.01 Conduct of Businesses Prior to the Effective Time...................... 27 4.02
Conduct of Businesses. PRIOR TO THE EFFECTIVE TIME
