Forbearances of Buyer. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned), Buyer will not, and will cause each of its Subsidiaries not to:
Forbearances of Buyer. 37 ---------------------
Forbearances of Buyer. Except as set forth on Schedule 4.04 or as --------------------- otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, Buyer shall not and shall not permit any of the Buyer Subsidiaries to, without the prior written consent of Seller:
(a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from any of the Buyer Subsidiaries to Buyer or to another of the Buyer Subsidiaries), except that Buyer may pay its regular quarterly dividends in amounts as it shall determine from time to time and may effect any stock split in the form of a stock dividend as discussed in the Proxy Statement of Buyer for the 1997 annual meeting of shareholders of Buyer, or such additional stock split in the form of a stock dividend after consultation with Seller;
(b) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or in any other manner, any business or any corporation, partnership, association or other business organization or division thereof except for an acquisition which involves the payment of consideration by Buyer in an amount equal to less than 25% of the Market Value of the issued and outstanding shares of Buyer Common Stock as of the date the definitive agreement relating to such acquisition is executed by all applicable parties (the "Execution Date"). "Market Value" shall mean the Closing Price on the last business day preceding the Execution Date multiplied by the number of issued and outstanding shares of Buyer Common Stock on the Execution Date;
Forbearances of Buyer. Except to the extent required by law, regulation or Regulatory Authority, or with the prior written consent of Seller, during the period from the date of this Agreement to the Effective Time, Buyer shall not and shall not permit any of the Buyer Subsidiaries to:
(a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from any of the Buyer Subsidiaries to Buyer or to another of the Buyer Subsidiar- ies), except that Buyer may pay its regular quarterly divi- dends in amounts as it shall determine from time to time;
(b) take any action that would (A) materially impede or delay the consummation of the transactions contemplated by this Agreement or the ability of Seller or Buyer to ob- tain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement or to per- form its covenants and agreements under this Agreement or (B) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Sec- tion 368 of the Code; or
(c) agree in writing or otherwise to take any of the foregoing actions or engage in any activity, enter into any transaction or intentionally take or omit to take any other action which would make any of the representations and war- ranties in Article III of this Agreement untrue or incor- rect in any material respect if made anew after engaging in such activity, entering into such transaction, or taking or omitting such other action.
Forbearances of Buyer. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of Valley Financial (which consent shall not be unreasonably withheld, delayed or conditioned), Buyer will not, and will cause each of its Subsidiaries not to:
Forbearances of Buyer. Notwithstanding anything herein to the contrary, Buyer agrees that from the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article VII, except as required by a Governmental Authority or applicable Law, without the prior written consent of Seller, it shall not, and shall cause each of its Subsidiaries and Affiliates not to, knowingly take, or knowingly omit to take, any action that is reasonably expected to result in any of the conditions to the Sale set forth in Article VI not being satisfied in a reasonably timely manner.
Forbearances of Buyer. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of the Company, Buyer will not, and will cause each of its Subsidiaries not to (i) knowingly take any action that would, or would be reasonably likely to, prevent or impede the Merger or the Bank Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or cause a material delay in or impediment to the consummation of the Merger or the Bank Merger, or (ii) take any action that is intended or is reasonably likely to result in (x) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, (y) any of the conditions to the Merger set forth in Article VII not being satisfied, or (z) a material violation of any provision of this Agreement.
Forbearances of Buyer. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of PSC (which consent shall not be unreasonably withheld, delayed or conditioned), Buyer will not, and will cause each of its Subsidiaries not to:
Forbearances of Buyer. During the period from --------------------- the date of this Agreement to the Effective Time, Buyer shall not, and shall not permit any of its respective Subsidiaries to, without the prior written consent of Seller, agree in writing or otherwise engage in any activity, enter into any transaction or take or omit to take any other action:
(a) that would (i) materially impede or delay the consummation of the transactions contemplated by this Agreement or the ability of Buyer or Seller to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement or to perform its covenants and agreements under this Agreement or (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or
(b) which would make any of the representa- tions and warranties of Article III of this Agreement untrue or incorrect in any material respect if made anew after engaging in such activity, entering into such transaction, or taking or omitting such other action.
Forbearances of Buyer. From the date hereof until the Closing, except as set forth on the Buyer Disclosure Schedule or as expressly contemplated by this Agreement, without the prior written consent of the Company, Buyer will not, and will cause its Subsidiaries not to (i) knowingly take any action that would be reasonably likely to cause a material delay in or impediment to the consummation of the Transactions or (ii) take any action that is intended or is reasonably likely to result in any of the conditions set forth in Article VII not being satisfied.
