Common use of Covenants of BancorpSouth Clause in Contracts

Covenants of BancorpSouth. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior express written consent of ASB Bancorp, BancorpSouth and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.2 of the BancorpSouth Disclosure Schedule or as otherwise contemplated by this Agreement or as expressly consented to in writing in advance by ASB Bancorp, BancorpSouth shall not, and shall not permit any of its Subsidiaries to: (a) except as contemplated by Article III hereof, take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VIII not being satisfied; (b) take any action or enter into any agreement that could reasonably be expected to jeopardize or materially delay the receipt of any Requisite Regulatory Approval; (c) change its methods of accounting in effect at December 31, 2004, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by BancorpSouth's independent auditors; (d) declare or pay any extraordinary or special dividend with a record date prior to the Effective Time; provided, however, that adjustments to the regular dividends historically paid by BancorpSouth shall not be restricted by this Agreement; or (e) agree or commit to do any of the foregoing.

Covenants of BancorpSouth. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior express written consent of ASB Bancorp, BancorpSouth and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.2 of the BancorpSouth Disclosure Schedule or Except as otherwise contemplated by this Agreement or as expressly consented to in writing in advance by ASB Bancorpthe Company, BancorpSouth shall not, and shall not permit any of its Subsidiaries to: (a) except as contemplated by Article III hereofhereto, take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VIII not being satisfied; (b) take any action or enter into any agreement that could reasonably be expected to jeopardize or materially delay the receipt of any Requisite Regulatory Approval; (c) change its methods of accounting in effect at December 31, 20041997, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by BancorpSouth's independent auditors; (d) declare take or pay permit to be taken any extraordinary action which would disqualify the Merger as a "pooling of interests" for accounting purposes or special dividend a reorganization under Section 368(a) of the Code; (e) take any action, including entering into any agreement with a record any other party, the effect of which would be to require BancorpSouth to authorize additional shares of BancorpSouth common stock in order to fulfill both BancorpSouth's obligations to Company pursuant to this Agreement and obligations to any such other party pursuant to any such agreement; (f) during the period from the date prior of this Agreement and continuing to the Effective Time; provided, however, that adjustments to the regular dividends historically paid by BancorpSouth shall not be restricted except as expressly contemplated and permitted by this Agreement, or with the prior written consent of the Company, carry out its businesses outside or the ordinary course or in a manner inconsistent with past practice; or (eg) agree or commit to do any of the foregoing.

Covenants of BancorpSouth. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior express written consent of ASB BancorpPinnacle, BancorpSouth and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.2 of the BancorpSouth Disclosure Schedule or as otherwise contemplated by this Agreement or as expressly consented to in writing in advance by ASB BancorpPinnacle, BancorpSouth shall not, and shall not permit any of its Subsidiaries to: (a) except as contemplated by Article III hereof, take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VIII not being satisfied; (b) take any action or enter into any agreement that could reasonably be expected to jeopardize or materially delay the receipt of any Requisite Regulatory Approval; (c) change its methods of accounting in effect at December 31, 20042000, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by BancorpSouth's independent auditors; (d) declare or pay any extraordinary or special dividend with a record date prior to the Effective Time; provided, however, that adjustments to the regular dividends historically paid by BancorpSouth shall not be restricted by this Agreement; or (ed) agree or commit to do any of the foregoing.

Covenants of BancorpSouth. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior express written consent of ASB Bancorp, BancorpSouth and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.2 of the BancorpSouth Disclosure Schedule or Except as otherwise contemplated by this Agreement or as expressly consented to in writing in advance by ASB Bancorpthe Company, BancorpSouth shall not, and shall not permit any of its Subsidiaries to: (a) except as contemplated by Article III hereofhereto, take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VIII not being satisfied; (b) take any action or enter into any agreement that could reasonably be expected to jeopardize or materially delay the receipt of any Requisite Regulatory Approval; (c) change its methods of accounting in effect at December 31, 20041997, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by BancorpSouth's independent auditors; (d) declare take or pay permit to be taken any extraordinary action which would disqualify the Merger as a "pooling of interests" for accounting purposes or special dividend with a record date prior to reorganization under Section 368(a) of the Effective Time; provided, however, that adjustments to the regular dividends historically paid by BancorpSouth shall not be restricted by this Agreement; orCode; (e) take any action, including entering into any agreement with any other party, the effect of which would be to require BancorpSouth to authorize additional shares of BancorpSouth common stock in order to fulfill both BancorpSouth's obligations to Company pursuant to this Agreement and obligations to any such other party pursuant to any such agreement; (f) take any action that would unreasonably interfere with the operations or the customers of the Company or Opelika,, jeopardize the business of the Company or Opelika, including the contacting of Opelika customers or, take any action that would usurp opportunities belonging to the Company or Opelika; and (g) agree or commit to do any of the foregoing.

Covenants of BancorpSouth. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior express written consent of ASB BancorpPBC, BancorpSouth and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.2 of the BancorpSouth Disclosure Schedule or as otherwise contemplated by this Agreement or as expressly consented to in writing in advance by ASB BancorpPBC, BancorpSouth shall not, and shall not permit any of its Subsidiaries to: (a) except as contemplated by Article III hereof, take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VIII not being satisfied; (b) take any action or enter into any agreement that could reasonably be expected to jeopardize or materially delay the receipt of any Requisite Regulatory Approval; (c) change its methods of accounting in effect at December 31, 20042003, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by BancorpSouth's independent auditors; (d) declare or pay any extraordinary or special dividend with a record date prior to the Effective Time; provided, however, that adjustments to the regular dividends historically paid by BancorpSouth shall not be restricted by this Agreement; or (ed) agree or commit to do any of the foregoing.

Covenants of BancorpSouth. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior express written consent of ASB BancorpBHC, BancorpSouth and its Subsidiaries shall carry on their respective businesses in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.2 of the BancorpSouth Disclosure Schedule or as otherwise contemplated by this Agreement or as expressly consented to in writing in advance by ASB BancorpBHC, BancorpSouth shall not, and shall not permit any of its Subsidiaries to: (a) except as contemplated by Article III hereof, take any action that is intended or may reasonably be expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VIII not being satisfied; (b) take any action or enter into any agreement that could reasonably be expected to jeopardize or materially delay the receipt of any Requisite Regulatory Approval; (c) change its methods of accounting in effect at December 31, 20042003, except in accordance with changes in GAAP or regulatory accounting principles as concurred to by BancorpSouth's independent auditors; (d) declare or pay any extraordinary or special dividend with a record date prior to the Effective Time; provided, however, that adjustments to the regular dividends historically paid by BancorpSouth shall not be restricted by this Agreement; or (ed) agree or commit to do any of the foregoing.