Forbearances of Seller. Except to the extent ---------------------- required by law, regulation or Regulatory Authority, or with the prior written consent of Buyers (unless otherwise specifically noted in this Section 4.02), during the period from the date of this Agreement to the Effective Time, Seller shall not:
(a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock, other than cash dividends paid to the Shareholder prior to the Effective Time;
(b) enter into or amend any employment, severance or similar agreement or arrangement with any director, officer or employee, or materially modify any of the Seller Employee Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except (i) normal individual increases in compensation to employees consistent with past practice, (ii) as required by law or contract and (iii) such increases of which Seller notifies Buyers in writing and which Buyers do not disapprove within 10 days of the receipt of such notice;
(c) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights;
(d) propose or adopt any amendments to its Articles of Incorporation or other charter document or Bylaws;
(e) issue, sell, grant, confer or award any of its Equity Securities or effect any stock split or adjust, combine, reclassify or otherwise change its capitalization as it existed on the date of this Agreement;
(f) purchase, redeem, retire, repurchase or exchange, or otherwise acquire or dispose of, directly or indirectly, any of its Equity Securities, whether pursuant to the terms of such Equity Securities or otherwise;
(g) directly or indirectly (including through its officers, directors, employees or other representatives) (i) initiate, solicit or encourage any discussions, inquiries or
(h) take any action that would (A) materially impede or delay the consummation of the transactions contemplated by this Agreement or the ability of Buyers or Seller to obtain any approval of any Regulatory Authority required for the transactions contemplated by this Agreement or to perform its coven...
Forbearances of Seller. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement and/or disclosed on the Disclosure Schedule, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, Seller will not, and will cause each of its Subsidiaries not to:
Forbearances of Seller. Except as set forth on Schedule 4.02 or as ---------------------- otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, Seller shall not and shall not permit any of the Seller Subsidiaries to, without the prior written consent of Buyer:
(a) declare, set aside or pay any dividends or other distributions, directly or indirectly, in respect of its capital stock (other than dividends from a Subsidiary of Seller to Seller or another Subsidiary of Seller), except that Seller may (i) declare and pay cash dividends on the Seller Common Stock in the aggregate of not more than $2.4 million per calendar quarterly period and (ii) distribute management fees in the aggregate of not more than $250,000 per calendar quarterly period;
(b) enter into or amend any employment, severance or similar agreement or arrangement with any, director, officer or employee, or modify any of the Seller Employee Plans or grant any salary or wage increase including incentive or bonus payments), except normal individual increases in compensation to rank and file employees consistent with past practice, or as required by law or contract; provided, that Seller may (i) pay management performance bonuses at times and in amounts consistent with past practice, which shall be in amounts in the aggregate equal to bonuses granted with respect to services in 1996 and (ii) make severance and retention payments pursuant to all employment, severance or similar agreements or arrangements in effect as of the date hereof or subsequent to the date hereof (including, without limitation, all employment contracts) in an aggregate amount not to exceed $5.5 million, subject to cut-back in individual payments, if necessary, except as set forth on Schedule 4.02B to assure that no payment to any person will be, when aggregated with all other payments and benefits to be received by such person, an excess parachute payment under Section 280G of the IRC;
(c) authorize, recommend, propose or announce an intention to authorize, so recommend or propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights; or
(d) propose or adopt any amendments to its Certificate of Incorporation or other charter docu...
Forbearances of Seller. From the Execution Date until the earlier of the SPA Closing and the termination of this Agreement pursuant to Section 7.1, without the prior written consent of Buyer, Seller shall not, directly or indirectly:
(a) sell, convey, transfer, pledge or otherwise encumber or dispose of any of the Shares held by Seller or any interest therein, except pursuant to this Agreement;
(b) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Shares or grant any proxy with respect thereto; or
(c) enter into any Contract with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any of the Shares.
Forbearances of Seller. 34 ---------------------- 4.03 Forbearances of Selling Stockholder......................... 37 ----------------------------------- 4.
Forbearances of Seller. From the date hereof until the earlier of the termination of this Merger Agreement or the Effective Time, except as expressly contemplated by this Merger Agreement or the Schedules or as set forth on Schedule 3.01, without the prior written consent of Parent, Seller will not do any of the following:
Forbearances of Seller. During the period from the date hereof to the Closing, except as set forth in Section 5.2 of the Disclosure Schedule or as expressly required by this Agreement, Seller shall not with respect to the Branches only do any of the following, without the prior written consent of Purchaser (not to be unreasonably withheld, delayed or conditioned):
(a) (i) create, incur any indebtedness for borrowed money (other than acceptance of Deposits, purchases of Federal funds, sales of certificates of deposit, advances from Federal Home Loan Banks, issuances of commercial paper and entering into repurchase agreements, each with prices, terms and conditions consistent with past practice), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make, renew, amend or extend any loan or commitment or make any advance in an individual amount that is associated with the Branches in excess of $200,000 (except to the extent committed to prior to the date hereof) or (ii) incur any capital expenditures in an aggregate amount in excess of $100,000 (other than capital expenditures incurred pursuant to contracts or commitments in force on the date hereof);
(b) make, declare or pay any dividend or distribution of Acquired Assets or Assumed Liabilities;
(c) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any individual, corporation or other entity other than a direct or indirect wholly owned Seller Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, except (i) in the ordinary course of business consistent with past practice to third parties who are not Affiliates of Seller or (ii) pursuant to contracts or agreements in force at the date hereof that are set forth in Section 5.2(c) of the Disclosure Schedule;
(d) acquire any business entity, whether by stock purchase, merger, consolidation or otherwise;
(i) except as required under applicable law or the terms of any existing Bank Benefit Plan, increase in any manner the compensation or benefits of any Employee, other than increases in the ordinary course of business consistent with past practice in connection with promotions or periodic raises, (ii) pay any pension or retirement allowance not required by any current plan or agreement to any Employee, (iii) become a party to, establish, amend, commence participation in, terminate or c...
Forbearances of Seller. Except as set forth in Schedule 4.02, and ----------------------- ------------- except to the extent required by law, regulation or Regulatory Authority, or with the prior written consent of Buyers (unless otherwise specifically noted in this Section 4.02), during the period from the date of this Agreement to the Effective Time, Seller shall not and shall not permit any of the Seller 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 Seller Subsidiaries to Seller or to another of the Seller Subsidiaries), except that Seller may declare and pay regular quarterly cash dividends of not more than (i) $0.625 per share on the Seller Common Stock and (ii) accrued but unpaid dividends on the Seller Preferred Stock; provided, however, that Seller shall not declare or pay a quarterly dividend for any quarter in which Seller stockholders will be entitled to receive a regular quarterly dividend on the shares of Mercantile Common Stock to be issued in the Merger;
(b) enter into or amend any employment, severance or similar agreement or arrangement with any director, officer or employee, or materially modify any of the Seller Employee Plans or grant any salary or wage increase or materially increase any employee benefit (including incentive or bonus payments), except (i) normal individual increases in compensation to employees consistent with past practice, (ii) as required by law or contract, (iii) such increases of which Seller notifies Buyers in writing and which Buyers do not disapprove within 10 days of the receipt of such notice and (iv) pursuant to the provisions of Section 5.10 hereof;
(c) authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into an agreement in principle with respect to, any merger, consolidation or business combination (other than the Merger), any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights;
(d) propose or adopt any amendments to its Certificate or Articles of Incorporation or other charter document or By-Laws;
(e) issue, sell, grant, confer or award any of its Equity Securities, except that the Seller may issue up to 800 shares of Seller Common Stock upon exercise of the Seller Stock Options outstanding on the date of this Agreement ...
Forbearances of Seller. 30 Section 5.03 Maintenance of Insurance...........................34
Forbearances of Seller. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement and/or disclosed on the Disclosure Schedule, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, Seller will not, and will cause each of its Subsidiaries not to:
(a) Ordinary Course.
(i) Conduct the business of Seller and its Subsidiaries other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or voluntarily take any action which, at the time taken, has or is reasonably likely to have an adverse affect upon Seller's ability to perform any of its material obligations under this Agreement, or (ii) enter into any new material line of business or change its lending, investment, underwriting, risk, asset liability management or other banking and operating policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority.
