Common use of Limitation on GBB's Clause in Contracts

Limitation on GBB's. 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 prior written consent of BAB: 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 obligations hereunder, as set forth in Article 9 or 11 herein not being satisfied; 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; 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; or 7.1.4. agree or make any commitment to take any actions prohibited by this Section 7.1.

Limitation on GBB's. 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 BABPRB: 7.1.1. (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 obligations hereunder, as set forth in Article 9 Articles X or 11 XII herein not being satisfied; 7.1.2. (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; 7.1.3. (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 7.1.4. (d) agree or make any commitment to take any actions prohibited by this Section 7.18.1.

Limitation on GBB's. 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, and each of GBB and its subsidiaries shall not, without prior written consent of BAB:PBC (which consent shall not be unreasonably withheld and which consent (except with respect to subpara graphs (f) of this Section 7.1) shall be deemed granted if within five (5) Business Days of PBC's receipt of written notice of a request for prior written consent, written notice of objection is not received by GBB): 7.1.1. (a) take any action which would or is reasonably likely to (i) adversely affect the ability of GBB or Newco to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect GBB's or Newco'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 Newco's obligations hereunder, as set forth in Article 9 Articles IX or 11 XI herein not being satisfied; 7.1.2. (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; 7.1.3. (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 7.1.4. (d) agree or make any commitment to take any actions prohibited by this Section 7.1.