COVENANTS OF LSB. LSB covenants and agrees with ONB and covenants and agrees to cause its Subsidiaries to act as follows (and ONB covenants and agrees with LSB as follows):
COVENANTS OF LSB. 33 7.4 Adverse Changes in Condition............................................... 33 7.5 Reports.................................................................... 34 7.6 ONSB Right to Recommend Directors; Additional Officers..................... 34 7.7 ONSB's Disposition of Federal Reserve Bank Stock........................... 35
COVENANTS OF LSB. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 10 hereof, LSB covenants and agrees that it shall (a) continue to conduct its business and the business of its Subsidiaries in a manner, designed in its reasonable judgment, to enhance the long-term value of the LSB Common Stock and the business prospects of the LSB Companies and to the extent consistent therewith use all commercially reasonable best efforts to preserve intact the LSB Companies' core businesses and goodwill with their respective employees and the communities they serve, and (b) take no action which would (i) materially adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentence of Section 9.1(b) hereof, or (ii) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement; provided, that the foregoing shall not prevent any LSB Company from acquiring any other company or discontinuing or disposing of any of its Assets or business if such action is, in the judgment of LSB, desirable in the conduct of the business of LSB and its Subsidiaries. LSB further covenants and agrees that it will not: (x) without the prior written consent of the chief executive officer, president or chairman of the Board of ONSB, amend the Articles of Incorporation or Bylaws of LSB, in each case, in any manner adverse to the holders of ONSB Common Stock, or (y) declare and pay any cash dividends on the LSB Common Stock except for regular cash dividends on the LSB Common Stock with record and payment dates in accordance with LSB's past record dates for cash dividends.
