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

Conduct of Businesses Prior to the Effective Time. (a) 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 or as otherwise required by Law or regulatory directive, each of FNB and HBI shall, and shall cause each of their respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between the date of this Agreement and the Effective Time: (1) the materials to be presented at the meetings of any HBI Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI shall provide the minutes of each such meeting to the designated FNB representative promptly after such meeting; (3) HBI shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in the HBI Reports as of and for the year ended December 31, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basis.

Appears in 3 contracts

Samples: Merger Agreement (FNB Corp/Pa/), Merger Agreement (Howard Bancorp Inc), Merger Agreement (Howard Bancorp Inc)

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Conduct of Businesses Prior to the Effective Time. (a) During the period from From the date of this Agreement to until the Effective Time or earlier termination of this AgreementTime, except as (a) expressly contemplated or permitted by this Agreement or as otherwise Agreement, (b) required by Law applicable Law, (c) as consented to in writing by Parent or regulatory directivethe Company, as applicable (such consent not to be unreasonably withheld, delayed or conditioned), or (d) set forth in Section 5.1 of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, each of FNB Parent and HBI the Company shall, and shall cause each of their its respective Subsidiaries to to, (i) conduct its business in all material respects in the usual, regular and ordinary course in all material respects, substantially the same manner as heretofore conducted; and (ii) to the extent consistent with clause (i), use reasonable best efforts to maintain and preserve intact its business organization, employees and employees, advantageous business relationships (including with its customers and suppliers), Company Permits or Parent Permits, as applicable, and retain the services of its key officers and key employees (in the case of Parent, including without limitation the Key Employee). As soon as practicable following the date of this Agreement, Parent and the Company shall cooperate in good faith to prepare and mutually agree on a monthly cash budget for Parent relating to each monthly period prior to the Closing Date and Parent shall conduct the business of Parent at all times prior to the Closing Date in accordance therewith, it being understood and agreed that such monthly cash budget shall contemplate variances therefrom mutually agreed by the Parties in good faith which would not require the Company's prior consent and, in all events, if the monthly cash budget is not mutually agreed by the Parties, cash expenditures by Parent prior to the Closing Date shall be limited to an aggregate maximum amount of $600,000 per month; provided, however, that such maximum amount shall not include (iiiA) take no action that would reasonably be likely reasonable expenses related to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement. Agreement (bincluding any disputes or litigation related to such transactions), (B) Subject to applicable Lawcompliance with Laws and/or compliance with investigations or review by any Governmental Entity, including Laws with respect (C) repayment of principal and accrued interest under currently outstanding promissory notes in favor of CommerceNet and Xxx X. Xxxxxxxxx, copies of which have been made available to the exchange of informationCompany, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between the date of this Agreement and the Effective Time: (1D) the materials to be presented at the meetings of any HBI Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI shall provide the minutes of each such meeting expenses related to the designated FNB representative promptly after such meeting; (3) HBI shall prepare and furnish to FNB at least quarterly an update engagement of one of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in strategic consulting firms previously disclosed to the HBI Reports as of and for the year ended December 31Company, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail at a rate not to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) exceed $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basis500,000 per year.

Appears in 2 contracts

Samples: Merger Agreement (Medytox Solutions, Inc.), Merger Agreement (CollabRx, Inc.)

Conduct of Businesses Prior to the Effective Time. (a) During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated contemplated, required or permitted by this Agreement (including as expressly set forth in Section 5.1 or Section 5.2 of the FTC Disclosure Schedule, in the case of FTC and FBT, or Section 5.1 or Section 5.3 of the BancPlus Disclosure Schedule, in the case of BancPlus and BankPlus), required by law or as otherwise required consented to in writing by Law BancPlus, in the case of FTC and FBT, or regulatory directiveFTC, in the case of BancPlus and BankPlus (such consent in each case not to be unreasonably withheld, conditioned or delayed), (a) each of FNB FTC and HBI BancPlus shall, and shall cause each of their respective Subsidiaries to (i) to, conduct its business in the ordinary course in all material respects, (ii) respects consistent with past practice and prudent banking practice and use reasonable best efforts to maintain and preserve intact its business organization, their rights, franchise and other authorizations issued by Governmental Entities and their current relationships with customers, regulators, employees and advantageous other persons with whom they have business relationships and retain the services of its key officers and key employees relationships, and (iiib) each of FTC and BancPlus shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be likely expected to prevent adversely affect or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, obtain any necessary approvals of any Regulatory Agency, Agency or other Governmental Entity or any other person or entity required for the transactions this Agreement contemplates contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Subject hereby on a timely basis. {JX489484.11} PD.35183901.7 FTC agrees to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between the date of this Agreement and the Effective Time: (1) the materials to be presented at the meetings of any HBI Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI shall provide the minutes of each such meeting to the designated FNB representative promptly after such meeting; (3) HBI shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in the HBI Reports as of and for the year ended December 31, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB BancPlus if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into after the date hereof FTC or FBT makes or acquires any loan or issues a commitment (or renews or extends an existing commitment) for any loan relationship having total credit exposure to the applicable borrower (and its affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in which excess of $2,500,000, or amends, renews, restructures or modifies in any material respect any existing loan relationship, that would result in total credit exposure to the amount involved is equal to or greater than applicable borrower (i) and its affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in excess of $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basis2,500,000.

Appears in 2 contracts

Samples: Share Exchange and Merger Agreement (Bancplus Corp), Share Exchange and Merger Agreement (Bancplus Corp)

Conduct of Businesses Prior to the Effective Time. (a) 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 or as otherwise required by Law or regulatory directiveAgreement, each of FNB and HBI ANNB shall, and shall cause each of their respective Subsidiaries to to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this AgreementAgreement contemplates. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI ANNB agrees that between the date of this Agreement and the Effective Time: : (1i) the materials to be presented at the meetings of any HBI Bank loan committee each of the Executive/Loan Committee and Senior Credit Committee of ANNB Bank’s Board of Directors shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI within three business days after each meeting and ANNB shall provide the minutes of each such meeting to the designated FNB representative promptly within five business days after such meeting; , (3ii) HBI ANNB shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBIANNB’s financial statements included in the HBI ANNB Reports as of and for the year ended December 31, 2020 2011 and for the three nine months ended March 31September 30, 20212012; (4iii) HBI ANNB shall promptly notify FNB if HBI ANNB or any HBI ANNB Subsidiary has been notified by any state or federal bank Regulatory Agency regulatory agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI ANNB or any HBI ANNB Subsidiary or HBIANNB’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBIANNB; and (5iv) HBI ANNB shall prepare and furnish to FNB at least quarterly monthly an updated list of all extensions of credit and OREO that have been classified by HBI any federal or state bank Regulatory Agency or by ANNB or any HBI ANNB Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import;. (iic) upon Upon request of FNB, HBI ANNB shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI ANNB Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 1,000,000 on a secured basis and (ii) $2,500,000 250,000 on an unsecured or undersecured basis.

Appears in 2 contracts

Samples: Merger Agreement (FNB Corp/Fl/), Merger Agreement (Annapolis Bancorp Inc)

Conduct of Businesses Prior to the Effective Time. (a) During Except as Previously Disclosed (as defined below), 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 or as otherwise required by Law or regulatory directive, each of FNB and HBI the Company shall, and shall cause each of their respective Subsidiaries to to, (iA) conduct its business only in the ordinary course in all material respectsconsistent with past practice, and (iib) use reasonable best efforts to maintain and preserve intact its business organization, employees and its rights, authorizations, franchises and other authorizations issued by Governmental Entities and advantageous business relationships with customers, vendors and others doing business with it and retain the services of its key officers and key employees and (iii) take no action that which would reasonably be likely expected to prevent or materially impede adversely affect or delay (x) the obtaining of, or materially adversely affect the ability receipt of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for to consummate the transactions this Agreement contemplates or to perform its respective covenants and agreements under contemplated by this Agreement or to consummate (y) the consummation of the transactions contemplated by this Agreement. (b) Subject The Company shall consult with Parent regarding any significant transactions or Tax Return positions reasonably expected to applicable Lawmaterially increase or affect the Company’s net operating losses or capital losses for any taxable year or period and shall, including Laws with respect in the Company’s reasonable discretion, take account of Parent’s views on such matters to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between the date of this Agreement and extent reasonably feasible. Until the Effective Time: (1) , the materials to be presented at Company shall cooperate in good faith with Parent on all Tax matters, including requests by Parent that the meetings Company or any of any HBI Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI shall provide the minutes of each such meeting its Subsidiaries participate in certain reorganization transactions prior to the designated FNB representative promptly after Effective Time; provided that such meeting; reorganization transactions shall not (3i) HBI shall prepare and furnish to FNB at least quarterly an update change the voting powers of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in the HBI Reports as of and for the year ended December 31Company Preferred Stock, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request alter or change the amount or kind of FNB, HBI shall furnish the consideration to FNB such information be issued to which HBI has access holders of Company Common Stock or prepares in the ordinary course of business Company Preferred Stock as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and merger consideration or (iii) upon request materially impede or delay consummation of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basisMerger.

Appears in 2 contracts

Samples: Merger Agreement (M&t Bank Corp), Merger Agreement (Wilmington Trust Corp)

Conduct of Businesses Prior to the Effective Time. (a) 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 or as otherwise required by Law or regulatory directiveAgreement, each of FNB and HBI PVFC shall, and shall cause each of their respective Subsidiaries to to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this AgreementAgreement contemplates. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI PVFC agrees that between the date of this Agreement and the Effective Time: : (1i) the materials to be presented at the meetings of any HBI Bank loan committee the Loan Committee of PVFC Bank’s Board of Directors shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI the Loan Committee of PVFC Bank’s Board of Directors and PVFC shall provide the minutes of each such meeting to such representative in the designated FNB representative promptly ordinary course after such meeting; , (3ii) HBI PVFC shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBIPVFC’s financial statements included in the HBI PVFC Reports as of and for the year ended June 30, 2012 and for the six months ended December 31, 2020 and for the three months ended March 31, 20212012; (4iii) HBI PVFC shall promptly notify FNB if HBI PVFC or any HBI PVFC Subsidiary has been notified by any state or federal bank Regulatory Agency regulatory agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI PVFC or any HBI PVFC Subsidiary or HBIPVFC’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBIPVFC; and (5iv) HBI PVFC shall prepare and furnish to FNB at least quarterly monthly an updated list of all extensions of credit and OREO that have been classified by HBI any federal or state bank Regulatory Agency or by PVFC or any HBI PVFC Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 on a secured basis and (iiv) PVFC shall provide the PVFC Bank underwriting materials and documentation to the designated FNB representative for each SBA Loan in excess of $2,500,000 on an unsecured 500,000 at such time that such materials and documentation are presented to any PVFC or undersecured basisPVFC Bank loan committee for review.

Appears in 2 contracts

Samples: Merger Agreement (PVF Capital Corp), Merger Agreement (FNB Corp/Fl/)

Conduct of Businesses Prior to the Effective Time. (a) 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 or as otherwise required by Law or regulatory directive, each of FNB and HBI YDKN shall, and shall cause each of their respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI YDKN agrees that between the date of this Agreement and the Effective Time: (1) the materials to be presented at the meetings of any HBI YDKN Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI YDKN shall provide the minutes of each such meeting to the designated FNB representative promptly after such meeting; (3) HBI YDKN shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBIYDKN’s financial statements included in the HBI YDKN Reports as of and for the year ended December 31, 2020 2015 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import2016; (ii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basis.

Appears in 2 contracts

Samples: Merger Agreement (FNB Corp/Fl/), Merger Agreement (YADKIN FINANCIAL Corp)

Conduct of Businesses Prior to the Effective Time. (a) 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 or as otherwise required by Law or regulatory directiveAgreement, each of FNB and HBI BCSB shall, and shall cause each of their respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this AgreementAgreement contemplates. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI BCSB agrees that between the date of this Agreement and the Effective Time: : (1i) the materials to be presented at the meetings of any HBI Bank loan committee the Loan Committee of BCSB Bank’s Board of Directors shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committeethe Loan Committee of BCSB Bank’s Board of Directors; (2ii) HBI BCSB shall provide the minutes of each such Loan Committee meeting to the designated FNB representative promptly after such minutes become available (and in no event later than ten business days after the date of such meeting; ), (3iii) HBI BCSB shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBIBCSB’s financial statements included in the HBI BCSB Reports as of and for the year ended December 31September 30, 2020 2012 and for the three six months ended March 31, 20212013; (4iv) HBI BCSB shall promptly notify FNB if HBI BCSB or any HBI BCSB Subsidiary has been notified by any state or federal bank Regulatory Agency regulatory agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI BCSB or any HBI BCSB Subsidiary or HBIBCSB’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBIBCSB; and (5v) HBI BCSB shall prepare and furnish to FNB at least quarterly monthly an updated list of all extensions of credit and OREO that have been classified by HBI any federal or state bank Regulatory Agency or by BCSB or any HBI BCSB Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request . FNB reserves the right to observe the loan approval process by the Board of FNB, HBI shall furnish to FNB such information to which HBI has access Directors of BCSB Bank or prepares in the ordinary course any loan committee of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access BCSB or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basisBCSB Bank.

Appears in 2 contracts

Samples: Merger Agreement (BCSB Bancorp Inc.), Merger Agreement (FNB Corp/Fl/)

Conduct of Businesses Prior to the Effective Time. (a) During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated contemplated, required or permitted by this Agreement (including as expressly set forth in Section 5.1 or Section 5.2 of the Seller Disclosure Schedule, in the case of Seller and Seller Bank, or Section 5.1 or Section 5.3 of the Buyer Disclosure Schedule, in the case of Buyer and Buyer Bank), required by law or as otherwise required consented to in writing by Law Buyer, in the case of Seller and Seller Bank, or regulatory directiveSeller, in the case of Buyer and Buyer Bank (such consent in each case not to be unreasonably withheld, conditioned or delayed), (a) each of FNB Seller and HBI Buyer shall, and shall cause each of their respective Subsidiaries to (i) to, conduct its business in the ordinary course in all material respects, (ii) respects and consistent with past practice and prudent banking practice and use reasonable best efforts to maintain and preserve intact its business organization, their rights, franchise and other authorizations issued by Governmental Entities and their current relationships with customers, regulators, employees and advantageous other persons with whom they have business relationships and retain the services of its key officers and key employees relationships, and (iiib) each of Seller and Buyer shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be likely expected to prevent adversely affect or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, obtain any necessary approvals of any Regulatory Agency, Agency or other Governmental Entity or any other person or entity required for the transactions this Agreement contemplates contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Subject to applicable Law, including Laws with respect to hereby on a timely basis. During the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between period from the date of this Agreement and hereof to the Effective Time: (1) the materials to be presented at the meetings , Seller shall provide Buyer with a true and complete copy of any HBI agreement by Seller or Seller Bank loan committee shall be provided to a designated representative indemnify and/or hold harmless any director, officer, employee or agent of FNB at the same time such materials are provided to such loan committee; (2) HBI shall provide the minutes of each such meeting Seller or Seller Bank, except to the designated FNB representative promptly after such meeting; (3) HBI shall prepare and furnish to FNB at least quarterly an update extent required under the mandatory provisions of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in the HBI Reports articles of incorporation or bylaws (or comparable organizational documents) of Seller or Seller Bank, as of and for the year ended December 31, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirementsapplicable, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and under applicable law, promptly (but in no event more than five (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (iidays) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and after the date hereof; and (iii) upon request of FNB, HBI shall furnish Seller executes any such agreement. Seller agrees to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into promptly notify Buyer if after the date hereof Seller or Seller Bank makes or acquires any loan or issues a commitment (or renews or extends an existing commitment) for any loan relationship having total credit exposure to the applicable borrower (and its affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in which excess of $3,500,000, or amends, renews, restructures or modifies in any material respect any existing loan relationship, that would result in total credit exposure to the amount involved is equal to or greater than applicable borrower (i) and its affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in excess of $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basis3,500,000.

Appears in 1 contract

Samples: Merger Agreement (Renasant Corp)

Conduct of Businesses Prior to the Effective Time. (a) 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 or and except as otherwise required by Law or regulatory directivespecifically set forth in the Sprint Disclosure Schedule and the Nextel Disclosure Schedule, as applicable (in each case subject to Section 6.1(c)), each of FNB Sprint and HBI shallNextel will, and shall will cause each of their its respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees organization and advantageous business relationships and retain the services of its key officers and key employees employees, and (iii) take no action that would reasonably be likely to prevent prohibit or materially impede impair or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously either Sprint or Nextel to obtain, obtain any necessary approvals of any Regulatory Agency, Agency or other Governmental Entity or any (other person or entity than approvals relating to Taxes, which are governed by Section 6.1(c)) required for the transactions this Agreement contemplates contemplated hereby or to perform its respective covenants and agreements under this Agreement the ILEC Separation or to consummate the transactions contemplated by this Agreementhereby or thereby. (b) Subject Prior to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between the date of this Agreement and the Effective Time: (1) the materials to be presented at the meetings of any HBI Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI shall provide the minutes of each such meeting , and subject to the designated FNB representative promptly last sentence of Section 1.4(g), Sprint and Nextel will use their reasonable best efforts to take such actions as are necessary, proper or advisable in order to effect the ILEC Separation in accordance with Section 6.1(c) and the basic principles set forth on Exhibit E, and such other terms and conditions to which Sprint and Nextel may agree, as expeditiously as possible after such meeting; (3) HBI shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in the HBI Reports as of and for the year ended December 31Effective Time, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI shall furnish to FNB including providing such information to which HBI has access or prepares in as may be reasonably requested by the ordinary course of business other and making such regulatory filings as FNB may be required as promptly as reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into practicable after the date hereof (including, if applicable, prior to the time that definitive documentation is completed as to state or other filings that are not dependent on the existence of such documentation). Notwithstanding any other provision hereof, the completion of the ILEC Separation will not be a condition precedent to the completion of the Merger and any references to "the transactions contemplated by this Agreement" (and any variation thereof) will not be deemed to include the ILEC Separation for any purpose. Nothing in which Sections 5.2(b) through (p) or Sections 5.3(b) through (p) will prohibit any action contemplated by this Section 5.1(b), so long as such action would not reasonably be expected to materially adversely affect the amount involved is equal value of the transactions contemplated hereby to or greater than (i) $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basisthe Resulting Company.

Appears in 1 contract

Samples: Merger Agreement (Nextel Communications Inc)

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Conduct of Businesses Prior to the Effective Time. (a) 4.01 Conduct of Businesses 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 or permitted by this Agreement or as otherwise required by Law or regulatory directive, Southside and each of FNB the Southside Subsidiaries shall conduct their businesses according to the ordinary and HBI shall, usual course consistent with past and current practices and shall cause each of use their respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its their business organization, employees and advantageous business relationships and retain the services of its key their officers and key employees. During the period from the date of this Agreement to the Effective Time, Allegiant and each of the Allegiant Subsidiaries shall conduct their businesses according to the ordinary and usual course consistent with past and current practices and shall use their best efforts to maintain and preserve their business organization, employees and advantageous business relationships and retain the services of their officers and key employees; provided, however, Allegiant may take such actions as are necessary or desirable to finance its obligations under the Merger (iii) take no action that would reasonably be likely to prevent or materially impede or delay although the obtaining of, or materially adversely affect the ability obligations of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or Allegiant to consummate the transactions contemplated by this Agreement. (bhereby are not contingent or conditioned upon Allegiant's receipt of any such financing) Subject to applicable Lawand nothing herein shall prevent Allegiant from entertaining, including Laws negotiating or entering into any agreement with respect to the exchange possible acquisition of informationAllegiant by a third party (provided that Allegiant shall promptly advise Southside with respect to any such matters and, in the disclosure event of confidential supervisory informationany such agreement or transaction with a third party prior to the Effective Time and as a condition thereto, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between the date of mutually satisfactory amendments shall be made to this Agreement and to place the Effective Time: (1) the materials to be presented at the meetings of any HBI Bank loan committee shall be provided to a designated representative of FNB at Southside shareholders in the same time such materials are provided to such loan committee; position (2economic or otherwise) HBI shall provide the minutes of each such meeting to the designated FNB representative promptly after such meeting; (3) HBI shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in the HBI Reports as of and for the year ended December 31, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that they would have been classified by HBI in had such agreement or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank transaction been entered into after the date hereof in Effective Time). Allegiant covenants and agrees that prior to the Effective Time, it shall not enter into any agreement pursuant to which the amount involved is equal Allegiant agrees to or greater than (i) $10,000,000 acquire a third party business which would be deemed to be "significant" to Allegiant on a secured consolidated basis and (iiunder any of the conditions of Rule 1-02(w) $2,500,000 on an unsecured of SEC Regulation S-X. The parties acknowledge that the taking by Allegiant of any actions permitted pursuant to this Section 4.01 shall not be deemed a breach, for any purpose, of a representation or undersecured basiswarranty hereunder that relates to the subject matter of such actions.

Appears in 1 contract

Samples: Merger Agreement (Southside Bancshares Corp)

Conduct of Businesses Prior to the Effective Time. (a) 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 or as otherwise required by Law or regulatory directiveAgreement, each of FNB and HBI MBI shall, and shall cause each of their respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this AgreementAgreement contemplates. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI MBI agrees that between the date of this Agreement and the Effective Time: (1) the materials to be presented at the meetings of any HBI Metro Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI MBI shall provide the minutes of each such meeting to the designated FNB representative promptly after such meeting; (3) HBI MBI shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBIMBI’s financial statements included in the HBI MBI Reports as of and for the year ended December 31, 2020 2014 and for the three months ended March 31, 20212015; (4) HBI MBI shall promptly notify FNB if HBI MBI or any HBI MBI Subsidiary has been notified by any state or federal bank Regulatory Agency regulatory agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI MBI or any HBI MBI Subsidiary or HBIMBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBIMBI; and (5) HBI MBI shall prepare and furnish to FNB at least quarterly monthly an updated list of all extensions of credit and OREO that have been classified by HBI MBI or any HBI MBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (6) MBI shall provide the Metro Bank underwriting materials and documentation to the designated FNB representative for each SBA Loan in excess of $1.5 million at such time that such materials and documentation are presented to any MBI or Metro Bank loan committee for review; and (7) MBI acknowledges that FNB reserves the right to observe the loan approval process by the Board of Directors of Mero Bank or any loan committee of MBI or Metro Bank; (ii) upon request of FNB, HBI MBI shall furnish to FNB such information to which HBI MBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Metro Bank entered into between June 10July 15, 20212015, and the date hereof; and (iii) upon request of FNB, HBI MBI shall furnish to FNB such information to which HBI MBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Metro Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 3.0 million on a secured basis and (ii) $2,500,000 500,000 on an unsecured or undersecured basis.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Fl/)

Conduct of Businesses Prior to the Effective Time. (a) 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 or and except as otherwise required by Law or regulatory directivespecifically set forth in the Sprint Disclosure Schedule and the Nextel Disclosure Schedule, as applicable (in each case subject to Section 6.1(c)), each of FNB Sprint and HBI shallNextel will, and shall will cause each of their its respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees organization and advantageous business relationships and retain the services of its key officers and key employees employees, and (iii) take no action that would reasonably be likely to prevent prohibit or materially impede impair or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously either Sprint or Nextel to obtain, obtain any necessary approvals of any Regulatory Agency, Agency or other Governmental Entity or any (other person or entity than approvals relating to Taxes, which are governed by Section 6.1(c)) required for the transactions this Agreement contemplates contemplated hereby or to perform its respective covenants and agreements under this Agreement the ILEC Separation or to consummate the transactions contemplated by this Agreementhereby or thereby. (ba) Subject Prior to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI agrees that between the date of this Agreement and the Effective Time: (1) the materials to be presented at the meetings of any HBI Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI shall provide the minutes of each such meeting , and subject to the designated FNB representative promptly last sentence of Section 1.4(g), Sprint and Nextel will use their reasonable best efforts to take such actions as are necessary, proper or advisable in order to effect the ILEC Separation in accordance with Section 6.1(c) and the basic principles set forth on Exhibit E, and such other terms and conditions to which Sprint and Nextel may agree, as expeditiously as possible after such meeting; (3) HBI shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBI’s financial statements included in the HBI Reports as of and for the year ended December 31Effective Time, 2020 and for the three months ended March 31, 2021; (4) HBI shall promptly notify FNB if HBI or any HBI Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI or any HBI Subsidiary or HBI’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBI; and (5) HBI shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI or any HBI Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI shall furnish to FNB including providing such information to which HBI has access or prepares in as may be reasonably requested by the ordinary course of business other and making such regulatory filings as FNB may be required as promptly as reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into practicable after the date hereof (including, if applicable, prior to the time that definitive documentation is completed as to state or other filings that are not dependent on the existence of such documentation). Notwithstanding any other provision hereof, the completion of the ILEC Separation will not be a condition precedent to the completion of the Merger and any references to “the transactions contemplated by this Agreement” (and any variation thereof) will not be deemed to include the ILEC Separation for any purpose. Nothing in which Sections 5.2(b) through (p) or Sections 5.3(b) through (p) will prohibit any action contemplated by this Section 5.1(b), so long as such action would not reasonably be expected to materially adversely affect the amount involved is equal value of the transactions contemplated hereby to or greater than (i) $10,000,000 on a secured basis and (ii) $2,500,000 on an unsecured or undersecured basisthe Resulting Company.

Appears in 1 contract

Samples: Merger Agreement (Sprint Corp)

Conduct of Businesses Prior to the Effective Time. (a) 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 or as otherwise required by Law or regulatory directiveAgreement, each of FNB and HBI OBA shall, and shall cause each of their respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this AgreementAgreement contemplates. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI OBA agrees that between the date of this Agreement and the Effective Time: : (1i) the materials to be presented at the meetings of any HBI Bank loan committee the Loan Committee of OBA Bank’s Board of Directors shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committeethe Loan Committee of OBA Bank’s Board of Directors; (2ii) HBI OBA shall provide the minutes of each such meeting to the designated FNB representative promptly after such meeting; , (3iii) HBI OBA shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBIOBA’s financial statements included in the HBI OBA Reports as of and for the year ended June 30, 2013 and for the six months ended December 31, 2020 and for the three months ended March 31, 20212013; (4iv) HBI OBA shall promptly notify FNB if HBI OBA or any HBI OBA Subsidiary has been notified by any state or federal bank Regulatory Agency regulatory agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI OBA or any HBI OBA Subsidiary or HBIOBA’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBIOBA; and (5v) HBI OBA shall prepare and furnish to FNB at least quarterly monthly an updated list of all extensions of credit and OREO that have been classified by HBI any federal or state bank regulatory agency or by OBA or any HBI OBA Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import;. FNB reserves the right to observe the loan approval process by the Board of Directors of OBA Bank or any loan committee of OBA or OBA Bank. (iic) upon Upon request of FNB, HBI OBA shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI Bank entered into between June 10, 2021, and the date hereof; and (iii) upon request of FNB, HBI shall furnish to FNB such information to which HBI has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI OBA Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 1,000,000 on a secured basis and (ii) $2,500,000 250,000 on an unsecured or undersecured basis.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Fl/)

Conduct of Businesses Prior to the Effective Time. (a) 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 (including as set forth in the UBNC Disclosure Schedule or the FNB Disclosure Schedule), as otherwise required by Law or regulatory directive, or with the prior consent of the other party (which consent will not be unreasonably withheld, conditioned, or delayed), each of FNB and HBI UBNC shall, and shall cause each of their respective Subsidiaries to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts efforts, subject to the requirements of this Agreement, to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be likely to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Subject to applicable Law, including Laws with respect to the exchange of information, the disclosure of confidential supervisory information, the protection of personally identifiable information and the exercise of a controlling influence over the management or policies of another Person, HBI UBNC agrees that between the date of this Agreement and the Effective Time: (1) the materials to be presented at the meetings of any HBI UBNC Bank loan committee shall be provided to a designated representative of FNB at the same time such materials are provided to such loan committee; (2) HBI UBNC shall provide the minutes of each such meeting to the designated FNB representative promptly after such meeting; (3) HBI UBNC shall prepare and furnish to FNB at least quarterly an update of the reserves and other allowances for loan losses reflected in HBIUBNC’s financial statements included in the HBI Reports UBNC Financial Statements as of and for the year ended December 31, 2020 2021 and for the three months ended March 31, 20212022; (4) HBI UBNC shall promptly notify FNB if HBI UBNC or any HBI UBNC Subsidiary has been notified by any state or federal bank Regulatory Agency that its reserves are inadequate or that its practices for establishing its reserves or in accounting for delinquent and classified assets generally fail to comply with applicable accounting or regulatory requirements, or that any Regulatory Agency having jurisdiction over HBI UBNC or any HBI UBNC Subsidiary or HBIUBNC’s independent auditor believes such reserves to be inadequate or inconsistent with the historical loss experience of HBIUBNC; and (5) HBI UBNC shall prepare and furnish to FNB at least quarterly an updated list of all extensions of credit and OREO that have been classified by HBI UBNC or any HBI UBNC Subsidiary as other loans specifically mentioned, special mention, substandard, doubtful, loss, classified or criticized, credit risk assets, concerned loans or words of similar import; (ii) upon request of FNB, HBI UBNC shall furnish to FNB such information to which HBI UBNC has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI UBNC Bank entered into between June 10March 31, 20212022, and the date hereof; and (iii) upon request of FNB, HBI UBNC shall furnish to FNB such information to which HBI UBNC has access or prepares in the ordinary course of business as FNB may reasonably request regarding any loans, loan relationships and commitments of HBI UBNC Bank entered into after the date hereof in which the amount involved is equal to or greater than (i) $10,000,000 3,000,000 on a secured basis and (ii) $2,500,000 500,000 on an unsecured or undersecured basis.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Pa/)

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