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

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 Parent Disclosure Schedule (with respect to the Parent Parties) or the Company Disclosure Schedule (with respect to Company)), required by law (including any Pandemic Measures) or as consented to in writing by the other Party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties and Company 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 and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of any Parent Party or Company to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement or to perform such Party’s covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g), to which this sentence shall not apply) each Party and such Party’s Subsidiaries may take any commercially reasonable actions that such Party reasonably determines are necessary or prudent for such Party to take or not take in response any Pandemic or any Pandemic Measures; provided that such Party shall provide prior notice to and consult with the other Party in good faith to the extent such actions would otherwise require consent of the other Party under this Section 5.1 or Section 5.2.

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 Parent Sterling Disclosure Schedule (with respect to the Parent Parties) or the Company Xxxxxxx Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties Sterling and Company Xxxxxxx 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 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 any Parent Party either Sterling or Company Xxxxxxx to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g5.2(f), to which this sentence shall not apply) each Party ), a party and such Party’s its Subsidiaries may take any commercially reasonable actions that such Party party reasonably determines are necessary or prudent for such Party it to take or not take in response any to the Pandemic or any the Pandemic Measures; provided Measures; provided, that such Party party shall provide prior notice to and consult in good faith with the other Party in good faith party to the extent such actions would otherwise require consent of the other Party party under this Section 5.1 or Section 5.2.

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 Parent First Midwest Disclosure Schedule (with respect to the Parent Parties) or the Company Old National Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties First Midwest and Company Old National 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 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 any Parent Party either First Midwest or Company Old National to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g5.2(f), to which this sentence shall not apply) each Party ), a party and such Party’s its Subsidiaries may take any commercially reasonable actions that such Party party reasonably determines are necessary or prudent for such Party it to take or not take in response any to the Pandemic or any the Pandemic Measures; provided Measures; provided, that such Party party shall provide prior notice to and consult in good faith with the other Party in good faith party to the extent such actions would otherwise require consent of the other Party party under this Section 5.1 or Section 5.2.

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 Parent Sterling Disclosure Schedule (with respect to the Parent Parties) or the Company Wxxxxxx Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties Sterling and Company Wxxxxxx 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 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 any Parent Party either Sterling or Company Wxxxxxx to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g5.2(f), to which this sentence shall not apply) each Party ), a party and such Party’s its Subsidiaries may take any commercially reasonable actions that such Party party reasonably determines are necessary or prudent for such Party it to take or not take in response any to the Pandemic or any the Pandemic Measures; provided Measures; provided, that such Party party shall provide prior notice to and consult in good faith with the other Party in good faith party to the extent such actions would otherwise require consent of the other Party party under this Section 5.1 or Section 5.2.

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time Closing or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Parent PACW Disclosure Schedule (with respect to the Parent Parties) or the Company BANC Disclosure Schedule (with respect to Company)Schedule), as required by law (including any Pandemic Measures) Law or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties PACW and Company BANC 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 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 any Parent Party either PACW or Company BANC to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) 5.1, a party and 5.2(g), to which this sentence shall not apply) each Party and such Party’s its Subsidiaries may take any commercially reasonable actions that such Party party reasonably determines are necessary or prudent for such Party it to take or not take in response any to the Pandemic or any the Pandemic Measures; provided that such Party party shall provide prior notice to and consult in good faith with the other Party in good faith party to the extent such actions would otherwise require consent of the other Party party under this Section 5.1 or Section 5.25.1.

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 Parent TCG Disclosure Schedule (with respect to the Parent Parties) or the Company MB Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties MB and Company TCG shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course of business in all material respects, provided, nothing in this subpart (a) shall preclude MB or any of its Subsidiaries from making any acquisition or purchase that does not constitute an Acquisition Proposal so long as such action does not violate subpart (c) hereof, (b) use reasonable best efforts to maintain and preserve intact its business organization 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 any Parent Party either MB or Company TCG to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) on a timely basis. Notwithstanding anything hereby prior to the contrary set forth Termination Date and (d) in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) the case of TCG, migrate loan servicing and 5.2(g), administration in-house in a methodical and prudent manner that is reasonably acceptable to which this sentence shall not apply) each Party and such Party’s Subsidiaries may take any commercially reasonable actions that such Party reasonably determines are necessary or prudent for such Party to take or not take in response any Pandemic or any Pandemic Measures; provided that such Party shall provide prior notice to and consult with the other Party in good faith to the extent such actions would otherwise require consent of the other Party under this Section 5.1 or Section MB. 5.2.

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 Parent Lakeland Disclosure Schedule (with respect to the Parent Parties) or the Company Provident Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties Lakeland and Company Provident 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 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 any Parent Party either Lakeland or Company Provident to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its respective covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g5.2(f), to which this sentence shall not apply) each Party ), a party and such Party’s its Subsidiaries may take any commercially reasonable actions that such Party party reasonably determines are necessary or prudent for such Party it to take or not take in response any to the Pandemic or any the Pandemic Measures; provided provided, that such Party party shall provide prior notice to and consult in good faith with the other Party in good faith party to the extent such actions would otherwise require consent of the other Party party under this Section 5.1 or Section 5.2.

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 Parent CFB Disclosure Schedule (with respect to the Parent Parties) or the Company BYFC Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties BYFC and Company CFB shall, and shall cause each of its respective Subsidiaries to, (ai) conduct its business in the ordinary course of business consistent with past practice in all material respects, (bii) use reasonable best efforts to maintain and preserve intact its business organization organization, key employees and advantageous business relationships, and (ciii) take no action that would reasonably be expected to adversely affect or delay the ability of any Parent Party either BYFC or Company CFB to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything ; provided that, with respect to clause (i), a reasonable good faith action taken solely to address an extraordinary or unusual event stemming directly from or arising directly out of the contrary set forth in COVID-19 pandemic that is outside of the ordinary course of business shall not be deemed to be a breach of this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g)5.1, to which this sentence but each party shall not apply) each Party and such Party’s Subsidiaries may take any commercially reasonable actions that such Party reasonably determines are necessary or prudent for such Party to take or not take in response any Pandemic or any Pandemic Measures; provided that such Party shall provide prior notice to and consult with notify the other Party in good faith writing prior to the extent taking such actions would otherwise require consent of the other Party under this Section 5.1 or Section 5.2action.

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 Parent Umpqua Disclosure Schedule (with respect to the Parent Parties) or the Company Columbia Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties Umpqua and Company Columbia 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 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 any Parent Party either Umpqua or Company Columbia to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g5.2(f), to which this sentence shall not apply) each Party ), a party and such Party’s its Subsidiaries may take any commercially reasonable actions that such Party party reasonably determines are necessary or prudent for such Party it to take or not take in response any to the Pandemic or any the Pandemic Measures; provided provided, that such Party party shall provide prior notice to and consult in good faith with the other Party in good faith party to the extent such actions would otherwise require consent of the other Party party under this Section 5.1 or Section 5.2.

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 Parent Umpqua Disclosure Schedule (with respect to the Parent Parties) or the Company Columbia Disclosure Schedule (with respect to Company)Schedule), required by law (including any Pandemic Measures) or as consented to in writing by the other Party party (such consent not to be unreasonably withheld, conditioned or delayed), each of the Parent Parties Umpqua and Company Columbia 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 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 any Parent Party either Umpqua or Company Columbia to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated by this Agreement hereby or to perform such Party’s its covenants and agreements under this Agreement or to consummate the transactions contemplated by this Agreement (including the Mergers) hereby on a timely basis. Notwithstanding anything to the contrary set forth in this Section 5.1 or Section 5.2 (other than Sections 5.2(b) and 5.2(g5.2(f), to which this sentence shall not apply) each Party ), a party and such Party’s its Subsidiaries may take any commercially reasonable actions that such Party party reasonably determines are necessary or prudent for such Party it to take or not take in response any to the Pandemic or any the Pandemic Measures; provided Measures; provided, that such Party party shall provide prior notice to and consult in good faith with the other Party in good faith party to the extent such actions would otherwise require consent of the other Party party under this Section 5.1 or Section 5.2.