ORDINARY AND USUAL COURSE. HUB will, and will cause its Subsidiaries to, conduct business only in the ordinary and usual course and, without the prior written consent of Glacier, will not, and will not allow its Subsidiaries to, do any of the following: (a) effect any stock split or other recapitalization with respect to HUB Common Stock or the capital stock of a HUB Subsidiary, or issue, pledge, redeem, or encumber in any way any shares of HUB's or a HUB Subsidiary's capital stock; or grant any option or other right to shares of HUB's or a HUB Subsidiary's capital stock; (b) declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to HUB Common Stock or the capital stock of any HUB Subsidiary, except (1) dividends from the Bank to HUB to support the operations of HUB which are consistent with past practices or required to pay Transaction Fees, and (2) HUB's regular quarterly dividends to its shareholders consistent with past practices and not in an amount exceeding $6 per HUB Common Stock share; (c) acquire, sell, transfer, assign, encumber or otherwise dispose of assets or make any commitment with respect to its assets other than in the ordinary and usual course of business; (d) solicit or accept deposit accounts of a different type from accounts previously accepted by it or at rates materially in excess of rates previously paid by it, except to reflect changes in prevailing interest rates, or incur any indebtedness greater than $25,000 (except for borrowings from the Federal Home Loan Bank in the ordinary course of business and consistent with past practices); (e) acquire an ownership interest or a leasehold interest in any Property or any other real property, whether by foreclosure or otherwise, without: (1) making an appropriate environmental evaluation in advance of obtaining the interest and providing the evaluation to Glacier and (2) providing Glacier with at least 30 days' advance written notice before it acquires the interest; (f) enter into or recommend the adoption by HUB's stockholders of any agreement involving a possible merger or other business combination or asset sale by HUB not involving the Transaction; (g) enter into, renew, or terminate any contracts (including real property leases and data or item processing agreements) with or for a term of one-year or more, except for the Bank's contracts of deposit and agreements to lend money not otherwise restricted under this Agreement and (1) entered into in the ordinary
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ORDINARY AND USUAL COURSE. HUB WesterFed will, and will cause its Subsidiaries to, conduct business only in the ordinary and usual course and, without the prior written consent of GlacierGlacier (which consent shall not be unreasonably withheld or delayed with respect to subsections (g), (h) and (j) below), will not, and will not allow its Subsidiaries to, do any of the following:
(a) effect any stock split or other recapitalization with respect to HUB WesterFed Common Stock or the capital stock of a HUB WesterFed Subsidiary, or issue, pledge, redeem, or encumber in any way any shares of HUBWesterFed's or a HUB WesterFed Subsidiary's capital stock, except shares issued pursuant to the exercise of WesterFed Options; or grant any option or other right to shares of HUBWesterFed's or a HUB WesterFed Subsidiary's capital stockstock other than pursuant to the Stock Option Agreement or as otherwise provided in an agreement entered into by the parties;
(b) declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to HUB WesterFed Common Stock or the capital stock of any HUB WesterFed Subsidiary, except (1) other than dividends or distributions from the Bank to HUB to support the operations of HUB which are consistent with past practices or required to pay Transaction FeesWesterFed, and (2) HUB's regular quarterly cash dividends to its shareholders consistent with past practices on WesterFed Common Stock and not a bonus dividend on WesterFed Common Stock in an aggregate amount exceeding not to exceed $6 per HUB 325,000 to be declared in December, 2000 provided; however, the declaration and payment of the last dividend (not the bonus dividend) by WesterFed prior to the Effective Date shall be coordinated with Glacier in a manner to preclude any loss or duplication of dividends received by the holders of WesterFed Common Stock shareStock;
(c) acquire, sell, transfer, assign, encumber or otherwise dispose of assets or make any commitment with respect to its assets other than in the ordinary and usual course of business;
(d) solicit or accept deposit accounts of a different type from accounts previously accepted by it or at rates materially in excess of rates previously paid by it, except to reflect changes in prevailing interest ratesrates in the places where it does business, or incur any indebtedness for borrowed funds greater than $25,000 10 million (except for borrowings from the Federal Home Loan Bank in the ordinary course of business and consistent with past practices);
(e) acquire an ownership interest or a leasehold interest in any Property or any other real property, whether by foreclosure or otherwise, without: (1) making an appropriate environmental evaluation in advance of obtaining the interest and providing the evaluation to Glacier Glacier, except no environmental evaluation will be required with respect to one to four family residential property and (2) providing Glacier with at least 30 days' advance written notice before it acquires the interest;
(f) subject to the exercise of its board of directors' fiduciary duties and on the advice of counsel, enter into or recommend the adoption by HUBWesterFed's stockholders shareholders of any agreement involving a possible merger or other business combination or asset sale by HUB WesterFed not involving the Transaction;
(g) enter into, renew, or terminate any contracts (including real property leases and data or item processing agreements) with or for a term of one-year or more, except for the Bank's its contracts of deposit and agreements to lend money not otherwise restricted under this Agreement and (1) entered into in the ordinaryordinary course of business, (2) consistent with past practices, and (3) providing for not less (in the case of loans) or more (in the case of deposits) than prevailing market rates of interest in the places where it does business;
(h) enter into or amend any contract (other than contracts for deposits or agreements to lend money not otherwise restricted by this Agreement) calling for a payment by it of more than $100,000, unless the contract may be terminated without cause or penalty upon 30 days notice or less;
(i) enter into any personal services contract with any person or firm, except contracts, agreements, or arrangements for legal, accounting, investment advisory, or tax services entered into directly to facilitate the Transaction;
(1) sell any securities, whether held for investment or sale, other than in the ordinary course of business or sell any securities, whether held for investment or sale, even in the ordinary course of business, if the aggregate gain realized from all sales after the date of this Agreement would be more than $100,000 or (2) transfer any investment securities between portfolios of securities available for sale and portfolios of securities to be held to maturity;
(k) amend its certificate of incorporation, bylaws, or other formation agreements, or convert its charter or form of entity;
(l) implement or adopt any material changes in its operations, policies, or procedures, including loan loss reserve policies, unless the changes are requested by Glacier or are necessary or advisable, on the advice of legal counsel, to comply with applicable laws, regulations, or regulatory policies;
(m) implement or adopt any change in its accounting principles, practices or methods, other than as may be required (1) by GAAP, (2) for tax purposes, or (3) to take advantage of any beneficial tax or accounting methods;
(n) other than in accordance with binding commitments existing on the date of this Agreement, make any capital expenditures for fixed assets in excess of $50,000 per project or related series of projects or $100,000 in the aggregate; or
(o) enter into any other transaction or make any expenditure other than in the ordinary and usual course of its business and made or entered into in a manner consistent with its well-established practices or as required by this Agreement, except for the expenses to be incurred by it relating to this Agreement and the Transaction, which expenses to Putnxx, Xxxxxx xxx Silver, Freexxxx & Xaff, shall not exceed the amounts set forth in their engagement letters included as attachments to Schedule 3.1.7(a)-W.
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ORDINARY AND USUAL COURSE. HUB will, TCB and the Bank will cause its Subsidiaries to, conduct business only in the ordinary and usual course and, without the prior written consent of GlacierColumbia or CB, which will not be unreasonably withheld, will not, and will not allow its Subsidiaries to, do any of the followingfollowing unless otherwise disclosed on Schedule 4.1.2:
(ai) effect any stock split or other recapitalization with respect to HUB TCB Common Stock or the capital stock of a HUB SubsidiaryStock, or issue, pledge, redeem, or encumber in any way any shares of HUB's or a HUB Subsidiary's TCB’s capital stock, except shares issued pursuant to the exercise of TCB Stock Options; or grant any option or other right to shares of HUB's or a HUB Subsidiary's TCB’s capital stock;
(bii) (without giving effect to the introductory paragraph of this Section 4.1.2) declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to HUB TCB Common Stock or the capital stock of any HUB Subsidiary, except (1) dividends from the Bank to HUB to support the operations of HUB which are consistent with past practices or required to pay Transaction Fees, and (2) HUB's regular quarterly dividends to its shareholders consistent with past practices and not in an amount exceeding $6 per HUB Common Stock shareStock;
(ciii) acquire, sell, transfer, assign, encumber or otherwise dispose of assets or make any commitment with respect to its assets other than in the ordinary and usual course of business;
(div) solicit or accept deposit accounts of a different type from accounts previously accepted by it or at rates materially in excess of rates previously paid by it, except to reflect changes in prevailing interest rates, or incur any indebtedness greater than $25,000 50,000 (except for borrowings from the Federal Home Loan Bank and Federal Funds in the ordinary course of business and consistent with past practices);
(ev) acquire an ownership interest or a leasehold interest in any Property or any other real property, whether by foreclosure or otherwise, without: (1) making an appropriate environmental evaluation in advance of obtaining the interest and providing the evaluation to Glacier Columbia and (2) (without giving effect to the introductory paragraph of this Section 4.1.2) providing Glacier Columbia with at least 30 days' advance prompt written notice before it acquires the interest;as required by Section 4.7.
(fvi) subject to the exercise of its board of directors’ fiduciary duties and on the advice of counsel, enter into or recommend the adoption by HUB's TCB’s stockholders of any agreement involving a possible merger or other business combination or asset sale by HUB TCB not involving the TransactionMergers other than pursuant to Section 4.14;
(gvii) enter into, renew, amend or terminate any contracts material contract (including real property leases and data or item processing agreements) with or for a term of one-year or more, except for the Bank's its contracts of deposit and agreements to lend money not otherwise restricted under this Agreement and (1) entered into in the ordinaryordinary course of business, (2) consistent with past practices, and (3) providing for not less (in the case of loans) or more (in the case of deposits) than prevailing market rates of interest;
(viii) enter into or amend any contract (other than contracts for deposits or agreements to lend money not otherwise restricted by this Agreement) calling for a payment by it of more than $50,000, unless the contract may be terminated without cause or penalty upon 30 days notice or less;
(ix) enter into any personal services contract calling for a payment by it of $10,000 or more with any person or firm, except contracts, agreements, or arrangements for legal, accounting, investment advisory, or tax services entered into directly to facilitate the Mergers;
(1) sell any securities, whether held for investment or sale, other than in the ordinary course of business or sell any securities, whether held for investment or sale, even in the ordinary course of business, if the aggregate gain realized from all sales after the Execution Date would be more than $50,000; or (2) transfer any investment securities between portfolios of securities available for sale and portfolios of securities to be held to maturity;
(xi) amend its articles of incorporation or association, bylaws or other formation agreements, or convert its charter or form of entity;
(xii) pay or distribute any bonuses to Employees of TCB or the Bank that are not consistent with TCB’s past practices without the prior consent of Columbia.
(xiii) implement or adopt any material changes in its operations, policies, or procedures, including loan loss reserve policies, unless the changes are requested by Columbia or CB or are necessary or advisable, on the advice of legal counsel, to comply with applicable laws, regulations, or regulatory policies;
(xiv) implement or adopt any change in its accounting principles, practices or methods, other than as may be required (1) by GAAP, (2) for tax purposes, or (3) to take advantage of any beneficial tax or accounting methods;
(xv) other than in accordance with binding commitments existing on the Execution Date, make any capital expenditures in excess of $10,000 per project or related series of projects or $25,000 in the aggregate, except for fees as set forth in Section 5.2.4; or
(xvi) enter into any other transaction or make any expenditure other than in the ordinary and usual course of its business and made or entered into in a manner consistent with its well-established practices or as required by this Agreement.
(xvii) permit the allowance for loan and lease losses to be less than the greater of $1,173,393 or 1.05% of the total loans and leases outstanding as of 10 days prior to the Effective Date.
(xviii) permit the percentage of brokered certificates of deposit as a percentage of total deposits to increase above such percentage on February 28, 2007, without Columbia’s prior consent.
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ORDINARY AND USUAL COURSE. HUB will, and Big Sky will cause its Subsidiaries to, conduct business only in the ordinary and usual course and, without the prior written consent of Glacier, will not, and will not allow its Subsidiaries to, do any of the following:
(a) effect any stock split or other recapitalization with respect to HUB Big Sky Common Stock or the capital stock of a HUB Subsidiary, or issue, pledge, redeem, or encumber in any way any shares of HUB's or a HUB SubsidiaryBig Sky's capital stock; or grant any option or other right to shares of HUB's or a HUB SubsidiaryBig Sky's capital stock;
(b) declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to HUB Big Sky Common Stock or Stock; provided, however, that if the capital stock of any HUB SubsidiaryClosing occurs after December 31, except (1) dividends from the Bank 1998, Big Sky will be permitted to HUB to support the operations of HUB which are declare and pay a dividend consistent with past its prior year-end practices or required to pay Transaction Fees, and (2) HUB's regular quarterly dividends to its shareholders consistent with past practices and so long as it does not in an amount exceeding $6 per HUB Common Stock shareaffect the treatment of the Share Exchange as a "pooling of interests" for accounting purposes;
(c) acquire, sell, transfer, assign, encumber or otherwise dispose of assets or make any commitment with respect to its assets other than in the ordinary and usual course of business;
(d) solicit or accept deposit accounts of a different type from accounts previously accepted by it or at rates materially in excess of rates previously paid by it, except to reflect changes in prevailing interest rates, or incur any indebtedness greater than $25,000 (except for borrowings from the Federal Home Loan Bank in the ordinary course of business and consistent with past practices);
(e) acquire an ownership interest or a leasehold interest in any Property or any other real property, whether by foreclosure or otherwise, without: (1) making an appropriate environmental evaluation in advance of obtaining the interest and providing the evaluation to Glacier and (2) providing Glacier with at least 30 days' advance written notice before it acquires the interest;
(f) enter into or recommend the adoption by HUBBig Sky's stockholders of any agreement involving a possible merger or other business combination or asset sale by HUB Big Sky not involving the Transaction;
(g) enter into, renew, or terminate any contracts (including real property leases and data or item processing agreements) with or for a term of one-year or more, except for the Bank's its contracts of deposit and agreements to lend money not otherwise restricted under this Agreement and (1) entered into in the ordinaryordinary course of business, (2) consistent with past practices, and (3) providing for not less (in the case of loans) or more (in the case of deposits) than prevailing market rates of interest;
(h) enter into or amend any contract (other than contracts for deposits or agreements to lend money not otherwise restricted by this Agreement) calling for a payment by it of more than $25,000, unless the contract may be terminated without cause or penalty upon 30 days notice or less;
(i) enter into any personal services contract with any person or firm, except contracts, agreements, or arrangements for legal, accounting, investment advisory, or tax services entered into directly to facilitate the Transaction;
(1) sell any securities, whether held for investment or sale, other than in the ordinary course of business or sell any securities, whether held for investment or sale, even in the ordinary course of business, if the aggregate gain realized from all sales after the date of this Agreement would be more than $25,000 or (2) transfer any investment securities between portfolios of securities available for sale and portfolios of securities to be held to maturity;
(k) amend its articles of incorporation, bylaws, or other formation agreements, or convert its charter or form of entity;
(l) implement or adopt any material changes in its operations, policies, or procedures, including loan loss reserve policies, unless the changes are requested by Glacier or are necessary or advisable, on the advice of legal counsel, to comply with applicable laws, regulations, or regulatory policies;
(m) implement or adopt any change in its accounting principles, practices or methods, other than as may be required (1) by GAAP, (2) for tax purposes, or (3) to take advantage of any beneficial tax or accounting methods;
(n) increase the number of full-time or equivalent employees of Big Sky above 20;
(o) other than in accordance with binding commitments existing on the date of this Agreement, make any capital expenditures in excess of $10,000 per project or related series of projects or $25,000 in the aggregate, except for expenses reasonably related to completion of the Transaction, which expenses may not exceed $100,000; or
(p) enter into any other transaction or make any expenditure other than in the ordinary and usual course of its business and made or entered into in a manner consistent with its well-established practices or as required by this Agreement.
Appears in 1 contract
ORDINARY AND USUAL COURSE. HUB WesterFed will, and will cause its Subsidiaries to, conduct business only in the ordinary and usual course and, without the prior written consent of GlacierGlacier (which consent shall not be unreasonably withheld or delayed with respect to subsections (g), (h) and (j) below), will not, and will not allow its Subsidiaries to, do any of the following:
(a) effect any stock split or other recapitalization with respect to HUB WesterFed Common Stock or the capital stock of a HUB WesterFed Subsidiary, or issue, pledge, redeem, or encumber in any way any shares of HUBWesterFed's or a HUB WesterFed Subsidiary's capital stock, except shares issued pursuant to the exercise of WesterFed Options; or grant any option or other right to shares of HUBWesterFed's or a HUB WesterFed Subsidiary's capital stockstock other than pursuant to the Stock Option Agreement or as otherwise provided in an agreement entered into by the parties;
(b) declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to HUB WesterFed Common Stock or the capital stock of any HUB WesterFed Subsidiary, except (1) other than dividends or distributions from the Bank to HUB to support the operations of HUB which are consistent with past practices or required to pay Transaction FeesWesterFed, and (2) HUB's regular quarterly cash dividends to its shareholders consistent with past practices on WesterFed Common Stock and not a bonus dividend on WesterFed Common Stock in an aggregate amount exceeding not to exceed $6 per HUB 325,000 to be declared in December, 2000 provided; however, the declaration and payment of the last dividend (not the bonus dividend) by WesterFed prior to the Effective Date shall be coordinated with Glacier in a manner to preclude any loss or duplication of dividends received by the holders of WesterFed Common Stock shareStock;
(c) acquire, sell, transfer, assign, encumber or otherwise dispose of assets or make any commitment with respect to its assets other than in the ordinary and usual course of business;
(d) solicit or accept deposit accounts of a different type from accounts previously accepted by it or at rates materially in excess of rates previously paid by it, except to reflect changes in prevailing interest ratesrates in the places where it does business, or incur any indebtedness for borrowed funds greater than $25,000 10 million (except for borrowings from the Federal Home Loan Bank in the ordinary course of business and consistent with past practices);
(e) acquire an ownership interest or a leasehold interest in any Property or any other real property, whether by foreclosure or otherwise, without: (1) making an appropriate environmental evaluation in advance of obtaining the interest and providing the evaluation to Glacier Glacier, except no environmental evaluation will be required with respect to one to four family residential property and (2) providing Glacier with at least 30 days' advance written notice before it acquires the interest;
(f) subject to the exercise of its board of directors' fiduciary duties and on the advice of counsel, enter into or recommend the adoption by HUBWesterFed's stockholders shareholders of any agreement involving a possible merger or other business combination or asset sale by HUB WesterFed not involving the Transaction;
(g) enter into, renew, or terminate any contracts (including real property leases and data or item processing agreements) with or for a term of one-year or more, except for the Bank's its contracts of deposit and agreements to lend money not otherwise restricted under this Agreement and (1) entered into in the ordinaryordinary course of business, (2) consistent with past practices, and (3) providing for not less (in the case of loans) or more (in the case of deposits) than prevailing market rates of interest in the places where it does business;
(h) enter into or amend any contract (other than contracts for deposits or agreements to lend money not otherwise restricted by this Agreement) calling for a payment by it of more than $100,000, unless the contract may be terminated without cause or penalty upon 30 days notice or less;
(i) enter into any personal services contract with any person or firm, except contracts, agreements, or arrangements for legal, accounting, investment advisory, or tax services entered into directly to facilitate the Transaction;
(1) sell any securities, whether held for investment or sale, other than in the ordinary course of business or sell any securities, whether held for investment or sale, even in the ordinary course of business, if the aggregate gain realized from all sales after the date of this Agreement would be more than $100,000 or (2) transfer any investment securities between portfolios of securities available for sale and portfolios of securities to be held to maturity;
(k) amend its certificate of incorporation, bylaws, or other formation agreements, or convert its charter or form of entity;
(l) implement or adopt any material changes in its operations, policies, or procedures, including loan loss reserve policies, unless the changes are requested by Glacier or are necessary or advisable, on the advice of legal 30 37 counsel, to comply with applicable laws, regulations, or regulatory policies;
(m) implement or adopt any change in its accounting principles, practices or methods, other than as may be required (1) by GAAP, (2) for tax purposes, or (3) to take advantage of any beneficial tax or accounting methods;
(n) other than in accordance with binding commitments existing on the date of this Agreement, make any capital expenditures for fixed assets in excess of $50,000 per project or related series of projects or $100,000 in the aggregate; or
(o) enter into any other transaction or make any expenditure other than in the ordinary and usual course of its business and made or entered into in a manner consistent with its well-established practices or as required by this Agreement, except for the expenses to be incurred by it relating to this Agreement and the Transaction, which expenses to Putnxx, Xxxxxx xxx Silver, Freexxxx & Xaff, shall not exceed the amounts set forth in their engagement letters included as attachments to Schedule 3.1.7(a)-W.
Appears in 1 contract
