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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule), required by Law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC and SCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC or SCB 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (California BanCorp), Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA), Agreement and Plan of Merger and Reorganization (Southern California Bancorp \ CA)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC CenterState Disclosure Schedule or the SCB South State Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC South State and SCB CenterState shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC South State or SCB CenterState 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SOUTH STATE Corp), Agreement and Plan of Merger (CenterState Bank Corp), Agreement and Plan of Merger (CenterState Bank Corp)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC TCBI Disclosure Schedule or the SCB IBTX Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC IBTX and SCB TCBI shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC IBTX or SCB TCBI 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Group, Inc.), Agreement and Plan of Merger (Independent Bank Group, Inc.)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC IBKC Disclosure Schedule or the SCB First Horizon Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC First Horizon and SCB IBKC shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC First Horizon or SCB IBKC 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Horizon National Corp), Agreement and Plan of Merger (Iberiabank Corp)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC SunTrust Disclosure Schedule or the SCB BB&T Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC BB&T and SCB SunTrust shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC BB&T or SCB SunTrust 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bb&t Corp), Agreement and Plan of Merger (Suntrust Banks Inc)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC Sterling Disclosure Schedule or the SCB Provident Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC Provident and SCB Sterling shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC Provident or SCB Sterling 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Provident New York Bancorp)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC Washington Banking Disclosure Schedule or the SCB Heritage Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC Heritage and SCB Washington Banking shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC Heritage, Washington Banking or SCB any of their respective Subsidiaries 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage Financial Corp /Wa/)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC TCBI Disclosure Schedule or the SCB IBTX Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC IBTX and SCB TCBI shall, and shall cause each of its respective Subsidiaries to, (a%3) conduct its business in the ordinary course in all material respects, (b%3) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c%3) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC IBTX or SCB TCBI 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Capital Bancshares Inc/Tx)
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 Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC TSYS Disclosure Schedule or the SCB Global Payments Disclosure Schedule), required by Law law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC Global Payments and SCB TSYS shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC Global Payments or SCB TSYS 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Total System Services Inc)