Conduct Pending the Merger. SECTION 2.1. Conduct of the Company's Business Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, the Company shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) use its best efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) use its best efforts to consummate the Agreement of Merger and Reorganization, dated as of July 21, 1998, by and between the Company, CBE, Inc., and F & M Merger Corporation, as amended on November 30, 1998 (the "CBE Merger Agreement"), (iv) take no action which would adversely affect or delay the ability of the Company, Parent or any subsidiary thereof to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan and (v) take no action that is reasonably likely to have a Material Adverse Effect (as defined in Section 9.1 hereof) on the Company.
Conduct Pending the Merger. SECTION 2.1. Conduct of the Company's Business Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, the Company shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) use its best efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would adversely affect or delay the ability of the Company, Parent, Merger Sub or any subsidiary thereof to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan and (iv) take no action that is reasonably likely to have a Material Adverse Effect (as defined in Section 9.1 hereof) on the Company.
Conduct Pending the Merger. Section 3.1 Conduct of the Seller's Business Prior to The Effective Time 12 Section 3.2 Forbearance by the Seller 12 Section 3.3 Conduct of the Purchaser's and the Purchaser Sub's 14 Business Prior to the Effective Time
Conduct Pending the Merger. Section 3.1. Conduct of Bayonne's Business Prior to the Effective ---------------------------------------------------- Time. Except as expressly provided in this Agreement, during the period from ---- the date of this Agreement to the Effective Time, Bayonne shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (i) conduct its business in the regular, ordinary and usual course consistent with past practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would adversely affect or delay the ability of Bayonne or RCFC to perform their respective covenants and agreements on a timely basis under this Agreement, (iv) take no action which would adversely affect or delay the ability of Bayonne, First Savings, RCFC or RCFC Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction, and (v) take no action that results in or is reasonably likely to have a Material Adverse Effect on Bayonne or First Savings.
Conduct Pending the Merger. Section 3.01 Conduct of LISB's Business Prior to the Effective Time............................................................. 36 Section 3.02
Conduct Pending the Merger. Section 3.1. Conduct of JSB's Business Prior to the Effective Time..........
Conduct Pending the Merger. Section 3.1 CONDUCT OF JSB'S BUSINESS PRIOR TO THE EFFECTIVE TIME. Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, JSB shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (i) conduct its business in the regular, ordinary and usual course consistent with past practice; (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would materially adversely affect or delay the ability of JSB or NFB to perform their respective covenants and agreements on a timely basis under this Agreement, (iv) take no action which would adversely affect or delay the ability of JSB, JSB Bank, NFB or NFB Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction, and (v) take no action that results in or is reasonably likely to have a Material Adverse Effect on JSB or JSB Bank.
Conduct Pending the Merger. Section 3.1. Conduct of the Company's Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, and except as (a) contemplated by this Agreement, (b) required by Applicable Law, (c) necessary to be consistent with prudent banking practice or (d) set forth on Section 3.1 of the Company Disclosure Schedule (as defined below), the Company shall, and shall cause each of its subsidiaries (as defined below) to, unless Buyer shall give its prior written consent (which consent shall not be unreasonably withheld or delayed and shall in any event be deemed to have been given if, within five (5) business days after receipt by Buyer of a written notice from the Company of the Company's intention to act contrary to any one of the covenants set forth in this Section 3.1, Buyer shall not have given written notice to the Company of Buyer's objection to such action):
(i) conduct its business and maintain its books and records in the usual, regular and ordinary course in all material respects, in conformity with (A) prudent banking practice, (B) any orders or directives issued by the Office of Thrift Supervision ("OTS") as in effect on the date hereof, copies of which have been made available to Buyer and (C) Applicable Law, except for any failure to comply with any such Applicable Law that would not have a Material Adverse Effect on the Company (as defined below);
(ii) use commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with the Company or its subsidiaries;
(iii) use commercially reasonable efforts to keep in full force and effect all of its material permits and licenses;
(iv) use commercially reasonable efforts to maintain insurance coverage at least substantially equivalent to that now in effect on its business operations and all properties which it owns or leases;
(v) perform its material contractual obligations and not become in material default on any such obligations, except where the failure to perform such obligations or where being in such default would not have a Material Adverse Effect on the Company;
(vi) maintain its assets and properties in good condition and repair, except for normal wear and tear and for changes in the ordinary course of business, consistent with past practice;
(vii) ...
Conduct Pending the Merger. Except as expressly provided in this Plan or in the Parent Plan, during the period from the date of this Plan to the Effective Time, each of Monarch and NBSC shall comply with the provisions of Article II of the Parent Plan, which Article is incorporated herein by this reference, to the extent applicable.
Conduct Pending the Merger. SECTION 2.1 Conduct of the Company's Business Prior to the Effective Time. Except as expressly provided in this Plan or the Option Agreement or as agreed to by the Acquiror, during the period from the date of this Plan to the Effective Time, the Company shall, and shall cause its Subsidiaries (as defined below) to, (i) conduct its business and maintain its books and records in the usual, regular and ordinary course consistent with past practice, (ii) use its commercially reasonable efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the servies of its officers and key employees, (iii) except as required by applicable law, take no action which would adversely affect or delay the ability of the Company, the Bank, the Acquiror, or the Merger Sub to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan and (iv) except as required by applicable law, take no action that could be deemed to have a Material Adverse Effect (as defined in Section 3.2 herefo) on the Company. As used in this Plan, the word "Subsidiary" when used with respect to any party means any corporation, partnership or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes.
