Common use of Forbearances of Parent Clause in Contracts

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedules or as expressly required or contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) amend the Parent Articles of Incorporation or Parent Bylaws in a manner that would materially and adversely affect the holders of the Company Common Stock, or adversely affect the Holders of the Company Common Stock relative to other holders of Parent Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Merger, except, in each case, as may be required by applicable Law; (c) take any action, or knowingly fail to take any action, which action or failure to act would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (d) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedules or Schedule, as expressly required or contemplated by this AgreementAgreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):Company: (a) amend the its articles of incorporation or bylaws or similar governing documents of any of Parent Articles of Incorporation Bank or Parent Bylaws Merger Sub in a manner that would materially and adversely affect the economic benefits of the First Merger to the holders of the Company Common Stock, or adversely affect the Holders of the Company Common Stock relative to other holders of Parent Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Mergertransactions contemplated hereby, except, in each every case, as may be required by applicable Law; (c) knowingly take any action, or knowingly fail to take any action, which action or failure to act would prevent prevents or impedeimpedes, or could reasonably be expected to prevent or impede, the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (di) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain; (e) with respect to it, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedules or Schedule, as expressly required or contemplated by this AgreementAgreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):Company: (a) amend the Parent’s certificate of formation or bylaws or similar governing documents of any of Parent Articles of Incorporation Bank or Parent Bylaws Merger Sub in a manner that would materially and adversely affect the economic benefits of the First Merger to the holders of the Company Common Stock, or adversely affect the Holders of the Company Common Stock relative to other holders of Parent Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Mergertransactions contemplated hereby, except, in each every case, as may be required by applicable Law; (c) knowingly take any action, or knowingly fail to take any action, which action or failure to act would prevent prevents or impedeimpedes, or could reasonably be expected to prevent or impede, the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (di) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to Parent and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Required Regulatory Approvals will be more difficult to obtain; (e) with respect to Parent, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedules Schedule or as expressly required or contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):Company: (a) amend the Parent Articles its articles of Incorporation incorporation or Parent Bylaws bylaws or similar governing documents of any of its subsidiaries in a manner that would materially and adversely affect the economic benefits of the Merger to the holders of the Company Common Stock, or adversely affect the Holders of the Company Common Stock relative or would materially impede Parent’s ability to other holders of Parent Common Stockconsummate the transactions contemplated by this Agreement; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Mergertransactions contemplated hereby, except, in each every case, as may be required by applicable Law; (c) take any action, or knowingly fail to take any action, which action or failure to act would prevent prevents or impedeimpedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;; or (d) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedules Schedule or as expressly ex- pressly required or contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):Company: (a) amend the Parent Articles its articles of Incorporation incorporation or Parent Bylaws bylaws or similar governing documents of any of its subsidiaries in a manner that would materially and adversely affect the economic benefits of the Merger to the holders of the Company Common Stock, or adversely affect the Holders of the Company Common Stock relative or would materially impede Parent’s ability to other holders of Parent Common Stockconsummate the transactions contemplated by this Agreement; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Mergertransactions contemplated hereby, except, in each every case, as may be required by applicable Law; (c) take any action, or knowingly fail to take any action, which action or failure to act would prevent prevents or impedeimpedes, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;; or (d) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions.

Forbearances of Parent. During the period from From the date of this Agreement to hereof until the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedules or as expressly required or contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company ARB (which consent shall not be unreasonably withheld withhold, conditioned or delayed):), Parent will not, and will cause each of Parent’s Subsidiaries not to: (a) amend Conduct the business of Parent or any of its Subsidiaries other than in the ordinary and usual course or fail to use its reasonable best efforts to preserve its business organization and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with customers, suppliers, creditors, lessors, lessees, employees and business associates, or knowingly take any action which is intended, or would reasonably be expected to(i) materially impede, delay or adversely affect the ability of Parent to consummate the Merger and the other transactions contemplated by this Agreement. (b) Take or omit to take, or agree or commit to take or omit to take, any action that would result in (i) any of Parent’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied or (iii) a material violation of any provision of this Agreement, except as may be required by applicable Law. (c) Amend the Parent Articles of Incorporation or the Parent Bylaws in a manner that would materially and adversely affect the holders of the Company ARB Common Stock, or adversely affect the Holders holders of the Company ARB Common Stock relative to other holders of Parent Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Merger, except, in each case, as may be required by applicable Law; (c) take any action, or knowingly fail to take any action, which action or failure to act would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;. (d) agree Adjust, split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent; (e) Agree to or take, make any commitment to, to take, or adopt any resolutions of the board its Board of directors of Parent Directors or similar governing body in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions4.02.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedules or as expressly required or contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) amend the Parent Articles of Incorporation or Parent Bylaws in a manner that would materially and adversely affect the economic benefits of the Merger to the holders of the Company Common Stock, or adversely affect the Holders of the Company Common Stock relative to other holders of Parent Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactionstransactions contemplated in this Agreement, including the Merger and the Bank Merger, except, in each case, as may be required by applicable Law; (c) make, declare, pay or set aside for payment any dividend on or with respect to Parent Common Stock or make any other distribution to Parent’s shareholders except for the payment of regular quarterly dividends in the ordinary course of business consistent with past practice; (d) effect any merger, consolidation or other business combination of Parent where Parent is not the surviving person, unless such agreement: (i) requires express assumption of the Agreement by such surviving person; or (ii) does not materially or adversely affect the economic benefit to holders of Company Common Stock provided in this Agreement; (e) take any action, or knowingly fail to take any action, which action or failure to act would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;; or (df) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions.

Forbearances of Parent. During the period from the date of this Agreement to the earlier of the Effective TimeTime and any termination of this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedules expressly contemplated or as expressly required or contemplated permitted by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): Company, (a) amend the Parent Articles amend, repeal or otherwise modify any provision of Incorporation Parent’s certificate of incorporation or Parent Bylaws in a manner bylaws (other than those that would materially and not adversely affect Company’s, Holders’ or Parent’s ability to consummate the holders of the Company Common Stocktransactions contemplated hereby), or adversely affect the Holders of the Company Common Stock relative to other holders of Parent Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the Transactions, including the Merger and the Bank Merger, except, in each case, as may be required by applicable Law; (c) take any action, or knowingly fail to take any action, which action or failure to act would prevent or impedewould, or could reasonably be expected to to, prevent or impede, impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; , (c) take any action that is intended or is reasonably likely to result in any of its representations or warranties of Parent set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Mergers set forth in ‎Article VII not being satisfied, except, in each case, as may be required by applicable law, (d) agree take any action (including entering into a merger or acquisition transaction) that would be reasonably expected to prevent, materially impede, materially impact or materially delay the ability of Parent to obtain the necessary approvals of any Regulatory Agency or any Governmental Entity required for the consummation of the transactions contemplated by this Agreement, or (e) agree, resolve or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, to take any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions‎5.3.