Forbearances of Foundation Bancorp and the Foundation Bancorp Subsidiaries; Adverse Actions Sample Clauses

Forbearances of Foundation Bancorp and the Foundation Bancorp Subsidiaries; Adverse Actions. Except as expressly provided for in this Agreement, from the date hereof until the Effective Time, Foundation Bancorp covenants to PCC, for itself and on behalf of the Foundation Bancorp Subsidiaries, that, without first obtaining the written approval of PCC (which shall not be unreasonably withheld, conditioned or delayed), Foundation Bancorp will not, and will cause each Foundation Bancorp Subsidiary not to: (a) amend, propose to amend or approve any amendment to the Foundation Bancorp Articles or Foundation Bancorp Bylaws, or propose or approve any amendment to the articles of incorporation or bylaws of any Foundation Bancorp Subsidiary; (b) adjust, split, combine, reclassify, redeem, purchase or otherwise acquire any shares of capital stock (other than shares of Foundation Bancorp Common Stock reacquired to satisfy minimum statutory tax withholding due upon vesting of Foundation Bancorp Restricted Stock, in accordance with the Foundation Bancorp Stock Plan); (c) set any record or payment dates for the payment of any dividends or distributions on its capital stock, or make, declare or pay any dividend or distribution (other than required dividends on the Foundation Bancorp Preferred Stock); (d) issue, sell, deliver, grant or otherwise permit to become outstanding, or authorize the creation of, any: (i) shares of any class of stock of any Foundation Bancorp Subsidiary; (ii) shares of any class of stock of Foundation Bancorp (other than the 3,655,738 shares of Foundation Bancorp Common Stock (including Foundation Restricted Stock) outstanding as of the date hereof, and the 15,000 shares of Foundation Bancorp Preferred Stock outstanding as of the date hereof); (iii) securities convertible into any of such shares; or (iv) Rights; (e) modify, accelerate vesting (except as may be required by the Foundation Bancorp Stock Plan or as contemplated by this Agreement), reprice, provide for a cash payment for, or extend the exercise date of any restricted stock or warrants or other rights to purchase or acquire shares; (f) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory accounting principles; (g) except in the ordinary course of business consistent with past practice, borrow or incur any indebtedness for borrowed money; (h) Knowingly incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any liabilities of any other Person; (i) cancel or agree to ...