Common use of Limitation on Conduct Prior Clause in Contracts

Limitation on Conduct Prior. to Effective Time of the Merger. ----------------------------------------------------------- Between the date hereof and the Effective Time of the Merger, except as contemplated by this Agreement and subject to requirements of law and regulation generally applicable to bank holding companies and banks, each of GBB and its Subsidiaries shall not, without the prior written consent of SJNB, which consent SJNB shall not unreasonably withhold or delay: (a) take any action which would or is reasonably likely to (i) adversely affect the ability of GBB to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect GBB's ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of GBB's or SJNB's obligations hereunder, as set forth in Articles 9, 10 or 11 herein not being satisfied; (b) take or cause to be taken any action which would disqualify the Merger as a "reorganization" within the meaning of Section 368 of the Code or prevent GBB from accounting for the business combination to be effected by the Merger as a pooling-of-interests; (c) amend its articles of incorporation in any respect which would materially and adversely affect the rights and privileges attendant to the GBB Stock; or (d) agree or make any commitment to take any actions prohibited by this Section 7.1.

Limitation on Conduct Prior. to Effective Time of the Merger. ----------------------------------------------------------- Between the date hereof and the Effective Time of the Merger, except as contemplated by this Agreement and subject to requirements of law and regulation generally applicable to bank holding companies and banks, each of GBB and its the GBB Subsidiaries shall not, without the prior written consent of SJNBCoast, which consent SJNB Coast shall not unreasonably withhold or delay: (a) take any action which would or is reasonably likely to (i) adversely affect the ability of GBB to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect GBB's ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of GBB's or SJNB's obligations hereunder, as set forth in Articles 9, 10 9 or 11 herein not being satisfied; (b) take or cause to be taken any action which would disqualify the Merger as a "reorganization" within the meaning of Section 368 of the Code or prevent GBB from accounting for the business combination to be effected by the Merger as a pooling-of-interests; (c) amend its articles of incorporation in any respect which would materially and adversely affect the rights and privileges attendant to the GBB Stock; (d) enter into a GBB Acquisition Transaction that includes as a condition precedent to such GBB Acquisition Transaction that GBB terminate this Agreement; provided, however, notwithstanding the foregoing, nothing in this Agreement shall prevent GBB from entering into such a GBB Acquisition Transaction if the Board of Directors of GBB determines in good faith based upon the advice of counsel that taking such action is necessary for it to act in a manner not inconsistent with its fiduciary duties under applicable law; provided, however, that nothing herein shall prohibit Coast from terminating this Agreement pursuant to Section 13.1(l); or (de) agree or make any commitment to take any actions prohibited by this Section 7.1.

Limitation on Conduct Prior. to Effective Time of the Merger. ----------------------------------------------------------- Between the date hereof and the Effective Time of the Merger, except as contemplated by this Agreement and subject to requirements of law and regulation generally applicable to bank holding companies and banks, each of GBB and its Subsidiaries subsidiaries shall not, without the prior written consent of SJNB, which consent SJNB shall not unreasonably withhold or delayBCS: (a) 7.1.1. take any action which would or is reasonably likely to (i) adversely affect the ability of GBB to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect GBB's ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of GBB's or SJNB's obligations hereunder, as set forth in Articles 9, 10 9 or 11 herein not being satisfied; (b) 7.1.2. take or cause to be taken any action which would disqualify the Merger as a "reorganization" within the meaning of Section 368 of the Code or prevent GBB from accounting for the business combination to be effected by the Merger as a pooling-of-interests; (c) 7.1.3. amend its articles of incorporation in any respect which would materially and adversely affect the rights and privileges attendant to the GBB Stock; 7.1.4. subject to, upon advice of counsel, the continuing fiduciary duties of the Board of Directors of GBB to the shareholders of GBB, enter into a GBB Acquisition Transaction that includes, as a condition precedent to such GBB Acquisition Transaction, the termination of this Agreement; provided, however, that nothing herein shall prohibit BCS from terminating this Agreement pursuant to Section 13.1.10; or (d) 7.1.5. agree or make any commitment to take any actions prohibited by this Section 7.1.